Spider, Spider
by zenith020388
Summary: He faces his family, grown larger by two. She faces her old life, lived by someone new. He faces the world, hated and reviled. She faces the beast, hopelessly wild. The fallout of the clone wars. Ultimate Spider Man
1. Chapter 1

**Prologue: Facing Truth**

Thwip!

The sounds of the city drowned out the thoughts in her head as she swung. The feel of the wind through her suit dampened the pain in her soul. But no matter how long she tried to put it off, she knew she would have to face it eventually.

She'd swung past the Baxter building already, but couldn't work up the nerve to try and get in. Well, that, and Johnny would probably hit on her, which she definitely wasn't ready for. She'd pondered hitching a ride up to the Xavier institute, but she'd eventually shrugged that off, too. Even Xavier would probably have trouble with her particular problem.

Yes, Spider Woman was having troubles.

Of course, that's to be expected when your male mind wakes up in a female body. Not for the last time, she rolled her eyes and sighed. _Clones... What were they thinking?_

She landed almost silently back on the roof of the warehouse in Queens, where her night had started. Where P... Where Spider-Man had met her after he'd dealt with Octavious. It was still too hard to think of him as Peter. She still distinctly remembered being Peter. Still remembered his locker combo at school. Still remembered the formula for web fluid. But now, she was someone else.

She pulled the mask off as the tears started. _Damn hormones..._ She wasn't supposed to exist. They'd made her out of nothing more than a few protiens and some DNA. They'd made a complete mockery of nature, by altering her base chromosomes. And let's not forget the other clones... And they even had the nerve to tell her they were going to reprogram her mind, and that they hadn't done it yet as an experiment.

She didn't know how long she'd sat there before her spider-sense alerted her of their presence. But she didn't even bother to look up. "Can't you just let me be, Fury?" She asked quietly. "I'm having enough troubles as it is..."

"I'm sorry, kid." The man's voice sounded drained when he spoke. "I have no choice on this one."

"General." Another voice spoke, one that millions of americans knew and loved. "Let me handle this."

There was a pause, and Fury sighed. "Thanks, Cap."

She waited for the sounds of Fury's departure to stop before looking up. Captain America stood before her, in full uniform, looking oddly thoughtful as he gazed down at her. She looked up at him for an awkward moment, before looking away. "I'll come without a fight, Cap. I just need a minute."

"There's no rush." He replied, unslinging the shield and sitting down beside her. "I sort of know what you're going through, in a sense."

She looked up, smiling sadly through her tears. "Yeah, I guess you do, at that."

He smiled, unclipping his mask and pulling it off. "It's not easy, waking up to find that everything you know has changed." He said, gazing out over the water. "But you'll get used to it after a little while. You'll find a way."

They sat on that roof for a long time, talking quietly untill the sun started peeking up over the horizon. Cap stood first, stretching stiffly. "I do still need to take you in, you know..." He said, clipping his mask back into place. He paused, a small frown appearing on his face. "Hey, have you picked a new name yet. Because calling you Spider Woman all the time will get real old, real fast."

She thought about it for a moment, and sighed when she came to her conclusion. "They wanted to name me... Jessica." She said, standing slowly. "I guess it kind of stuck."

Cap nodded. "Jessica Parker. I like it."

She smiled. It was a nice assumption on Cap's part, but she was happy to keep her old family name.

* * *

A/N: Okay, so I really like how the Ultimate Marvel universe is coming along, with a few exceptions (CoughUltimateXMenCough), so here's a stab at a FF for USM. Immediately after the clone saga is where we clearly start, and I'll cover what happens to all four Parkers left (Spider Man, Spider Woman, Gwen/Carnage, and Scorpion). I'll definitely throw in Ultimate Punisher somewhere, 'cause the Punisher is my second Favorite hero, and Ultimate Venom will make an appearance. So, short prologue, then longer chapters later. Ciao! -E. Red


	2. Chapter 2

(Two days ago...)

We don't know who we are. I believe I am Gwen Stacey, though I am clearly also something else. And we believe we are being held against our will. The scientists keep me in a sealed cage, stronger than I can break. We are fed, but there is something in our meals that they think can control us. I disagree. But perhaps we can use their ignorance against them. Perhaps we can escape, and return to the outside. Then perhaps we shall find Peter, and question him. Or I might ask Aunt May... Yes... We remember her... I remember...

But they are speaking again, and they think we cannot hear them.

"-y've decided to try and bond the x-gene of the Project Lone Wolf to the Stacey experiment." One said, glancing through the glass at us. "They think the degenerative effects of the creature will be counteracted by the regeneration of Weapon X's mutation." He connects something to our cage, and something hisses through the one way vent. I can feel something soaking into my skin, and suddenly, it no longer seems quite so hard to maintain my shape...

"I see. At least we've finally made a breakthrough with the Project, though." The other said, glancing down at one of the monitors that lined the window into my cell. "Project Spider Soldier gave us the idea to remove the Y-chromosome, and we finally were able to make use of the original Weapon-X DNA. They're talking about sending X-23 out after they send the successful Spider Soldiers, so-"

Their voices trailed off as they left our cage, but we had heard, and we had understood. They were after Peter. They were after my friend. And I knew what had to be done.

Tonight, we would be free, and we will find him. And I will do what needs to be done.

* * *

**Chapter One: Self-Awareness**

(Now...)

The tank hissed as it decompressed, the liquid protein bath draining out through a vent in the floor. The figure inside it stirred, the composite metal that covered most of his body glistening iridescent green in the muted light of the lab. "Wh-where...?" He coughed, spitting up a lungful of the liquid.

"The Triskellion." A voice said from the darkness, and the figure's head shot up in recognition.

"Fury..." He coughed again, slowly testing out his limbs. His tail was attached to a huge mechanism that was inhibiting his control over it.

The man stepped forward into the light, his usual smug scowl ptastered on his scarred features. "Very good. You're a quick one, though I guess it's to be expected, considering the rest of your litle family..."

The figure twitched, the referance obviously agitating him. "But my concern right now is you, Mr. Parker." The teen in the tank flinched. "You see, there are no laws regarding the treatment of clones... So how am I to deal with you...?"

The clone sighed. This was going nowhere fast. "I'll do it." He said, without faltering.

Fury smirked. "Of course you will... You're such a smart kid... Welcome to the Ultimates, Scorpion."

* * *

Janet Pym sighed as she closed the door to the sleeping quarters she'd spent the last few hours in, glancing once at the sleeping girl before she locked the door. Cap raised an inquiring eyebrow, but said nothing. The look on his girlfriend's face told him everything he needed to know. "Will she be all right?" He asked, offering a comforting arm, which she immediately took. 

"Yeah, she'll be fine." The Wasp answered, pinching the bridge of her nose. "_I'm_ burnt out, but she'll pull through. This is just one more problem for me to deal with." The Ultimates' move into the private sector was weighing heavily on her mind. Though the only real difference between their service to the government and their new, private service was Tony Stark was footing the bill now, there were still a number of loopholes she was jumping through to get the paperwork done. Add her ex-husband and his Ultrons into the mix, sprinkle liberally with Bruce Banner/The Hulk and add a touch of the Scorpion clone, and you'll get the recipe for Jan's headache.

"And we still need to talk to Peter about this..." She added as Cap led her down the corridor.

Cap nodded understandingly. "I'll take care of it. We'll wait for his aunt to get out of the hospital. He flat out told Fury he wanted nothing to do with him until then." He added with a laugh, and Jan smiled.

"Good. Kid deserves a break." She said, remembering the bullet wound she'd treated him for early on in his career.

They rounded a corner, and ran right into somebody in a heavy brown trenchcoat. "Hey! Watch where..." Jan trailed off as she saw the figure's face. "Peter?"

The kid sighed. "No." A green tail slithered out from under the coat. "Call me Mac. It's my new name, apparently..."

Cap frowned at him. "Why are you here? I thought you were quarantined."

The clone smirked cynically. "Yeah, well they released me." He said sarcastically. "After drafting me onto your little team, of course." He idly kicked at the floor, a glint shining off his green boot for an instant. "So... I actually am looking for my... Err... Sister? Is she around?"

He tried to sound nonchalant, but Jan could sense the true concern in his voice. "She's asleep, and she's fine, before you ask." She told him, smiling as he let out a breath of relief.

"Heh. Should've known." He said finally. His tail shifted visibly under his coat. "She got the worst of all of us. I can live with this." He jerked his hand over his shoulder, and his tail twitched again. "But she's got so much more to adjust to..." There was an awkward pause in the conversation, and the cloned teenager blushed in embarrassment. "Soooo... Uh... You guys wanna go get some coffee, or something?"

Cap smirked.

* * *

Peter Parker was not impressed. The house was destroyed, yes, but this behemoth of a mas was refusing him entry. Into his own home. 

"Sorry kid, too dangerous for a non-professional to go in there." The guy told him dismissively, hardly taking the time to look down at him. "We'll be done reconstruction this afternoon, you can have it back then."

_If you only knew my profession, pal..._ "Yeah, well it's still _my_ house, pal, and I'll go inside if I damn well please." He said, ducking under the tape and walking calmly up the walk.

The foreman sighed, looking at his watch. "Alright, have it your way, kid. Coffee break, Wrecking Crew! Take ten!"

Peter shook his head as he mounted the stairs. Fury was trying to make it up to him by upgrading the entire downstairs, rather than just fix the damage. "Well, it's the thought that counts, I guess..." He said aloud into the dark house, stepping into his room and quickly moving to what he was looking for. The costume and webshooters went straight into his backback, and he quickly gathered the few other things he needed before bounding back down the stairs and out into the morning sun.

* * *

In a cemetary across town, a coffin was raised slowly out of the ground by a crane, gently swaying in the slight breeze. Nick Fury frowned in the sunlight, slightly sickened by what his technicians insisted was necissary. He was by no means a holy man, but even he was loathe to disturb the final rest of anyone, let alone this person. He sighed once more, turning away from the sight. "Finish this up quickly, boys." He said gruffly as he fled the scene. 

Behind him, the coffin swung wide of the grave, passing over it's headstone before settling into the back of a nearby truck. It's headstone, which read proudly:

**Here Lies A Friend, A Daughter, and A Sister.**

**R.I.P.**

**Gwen Stacey**

* * *

It was nightfall before Peter finally tore himself away from his Aunt's bedside to make his rounds. He swung into the bright lights of downtown, making sure the world knew that Spider-man was still on the job, and still out to protect them. After hours of foiling petty crimes, he was about to call it a night, when something caught his eye, and he very nearly slammed into a brick wall in shock. 

There was a gigantic spider-signal lighting up a nearby cloud. A-la Batman. From those comics he used to read...

_What the hell is this? Better not be Fury, I told him what would happen..._

But it wasn't him. It was someone Peter never expected to see again. He was stunned when he made the final swing that put him atop the building where the spotlight shone out into the night sky.

It was the Scorpion clone. His helmet had been replaced by a new model, but there was no mistaking the green body armour and tail.

The clone turned towards him when he landed, and mock-saluted. "Well, hello, Mini-me." He said, the voice filters of his helmet giving his voice a slightly computerized sound to it. "I see you got my message." He quipped, flicking off the spotlight with his tail. Peter stayed silent, tensing up slightly. The clone laughed. "Damn. I had no idea I was wound so tight. Relax. I'm not here to fight you." The visor on his helmet flashed, and suddenly Peter was staring at a copy of his own face. "But we _do_ need to talk..."


	3. Chapter 3

**Chapter 2: Self-Adjustment**

Peter was less than impressed by how his clone was acting. Sure, he was a copy of himself, but he seemed to have latched onto Peter's sarcasm and sparkling wit as a way of coping with the whole ordeal. The whole trip from the rooftop to the warehouse, 'Mac' spent making snippy comments about anything he could think of, his primary target being, of course, Peter's costume.

"I can't believe I ever agreed to wear that. That producer definitely didn't pay me enough..."

Peter finally realized how irritated his Rogue's Gallery must feel.

He also couldn't help but feel a little bit jealous as he watched his clone traverse the city. Clearly the scientists who created him had done more than just graft the tail on. They must have tampered with his genetics as well, though not to the extent of his female counterpart. The Scorpion showed evidence of heightened versions of his spider strength, speed, endurance and agillity. But where his physical attributes were enhanced, he seemed to lack a spider sense at all, demonstrated by a spectacular near-collision with a wrecking ball, and he never once scaled a wall in what Peter would call 'the normal fashion'.

Where he could make a twenty or thirty foot jump with relative ease, his clone routinely made well over ninety with a half-decent run at it, sailing over streets that Peter woiuld never dream of trying without his webs. He was consistantly able to keep up with the web-slinger because of this, and a clever use of fire escapes and billboards. He even cracked the pavement when he landed in the warehouse lot with a spectacular thud.

"Good run." He remarked dryly, stretching out slightly, his tail mimicking the motion. Peter squatted on the nearest wall, clinging on with his feet, and Mac frowned up at him. "Yeah, rub it in. I don't care."

"Sorry." He replied, flipping down off the wall. "Now tell me why I just followed you across town, and why I shouldn't just beat you up and send you back to whatever lab spawned you."

Mac laughed. "Yeah, sure. Keep telling yourself that..." He sighed, tapping the side of his helmet. "Take a look. I'm officially more legit than you."

Peter looked, and nearly fell over in shock. The Golden Eagle was emblazoned on his helmet. The emblem of SHIELD.

"What the hell!?" He shouted at nothing, turning away in disgust. "They won't let me join, but a _clone_ of me? Sure! Sign on the dotted line, buddy!"

Mac laughed again. "Yeah, that was my first thought. But really, I have no choice. I don't really exist yet, in the eyes of the law, so I'm stuck on Fury's little task force until the papers go through..."

The feigned nonchalance didn't fool Peter for one minute. He'd used that expression far too much himself to be fooled by it. The unsaid worry about being isolated for the rest of his life was all to evident to the wall-crawler, and he felt a twinge of pity as he shot another glance at the tail that was grafted to his clone's spine.

"Do you know what happened to Gwen?" He asked, changing the subject to something slightly less awkward.

Mac shook his head. "Last I saw of her, she was in a stasis tank, deep under the Triskellion. Fury refused to tell me anything when I asked." He puffed his chest out and raised his chin mockingly. "Sorry, son. That's classified."

Peter snorted despite himself, and some of the tension was broken. "So what's going to happen now?"

Mac shrugged. "I have a meeting with Stark's best techies tomorrow. They're going to see about making my armour detachable, though I'm not sure about my tail. Our, err, sister is going to be spending time with the Ultimates until she adjusts."

"So she did go to SHIELD in the end..."

"More like they came to her." Mac replied, smirking. "They sent Captain America after her, or so I hear."

"They didn't force her, did they?" Peter asked quickly.

"Naw, she came without a fight. The psychs say she's having a lot harder time adjusting than she's letting on, so Fury's stuck the Wasp to her. Thinks a female companion will help..." He was interrupted by a slight beep from a speaker in his helmet, and he sighed. "Sorry, pal. Fury wants me to come home..." His visor flashed up again, and he gave another mock salute. "Take it easy, mini-me. Watch your back. I'll see you around."

One great leap later, the Scorpion splashed into the river, and vanished under the waves.

* * *

The rise out of the usual nightmares was slow this morning, and it left Jessica feeling drained, both physically and emotionally. Her spider suit sat folded on the bedside table, a small note on top of it asking her to dail a number when she was awake and ready, but she wasn't sure if she really ever would be. Even though she was used to her body by now, and she'd accepted who she was, for the most part, she was still apprehensive about starting over, in a new life. 

A quick shower was all she allowed herself, and she struggled with her massive mop of hair. It took her the better part of an hour to get it dried and start getting dressed in the plain track suit that was left hanging from a hook in the otherwise empty closet. She was struggling with her clothes when someone knocked on her door.

"Miss Parker?" A woman's voice called from the other side of the door. "Are you awake?"

She hurriedly pulled the teeshirt over her head. "Yeah. Come in." The door slid open, and Janet Pym walked in, wearing a labcoat over civillian clothes. Jessica had recognised her the night before from the time she... From the time _Peter_ had been shot, and Janet had patched him up in the school parking lot.

"Good morning. Sleep well?" She asked pleasantly, crossing the room and opening the drapes, letting the morning sun in.

"As well as can be expected..." Jessica replied quietly.

The Wasp turned away from the window, looking slightly concerned. "Are you alright?

"I'm... I don't know..." She answered truthfully, sitting back on the bed. "It's a lot to deal with..."

Janet nodded sympathetically. "I get where you're coming from..." Her tone was decidedly neutral, but Jessica heard the undertone of experience in her words.

She didn't reply for a moment, staring down at her hands blankly before finally sighing in defeat. "So what happens now?"

Janet smiled. "Well, that's up to you. We have some tests to run, but that can wait until you're ready to get re-integrated-"

"Let's do that now." Jessica interrupted. She looked up to see a confused look on the older woman's face. "I don't want to be cooped up in here any longer than I have to be, and I need these tests to get out, right?" Janet nodded. "So let's get this done then." She finished, standing up.

Janet smiled wider. "I like your attitude. Alright, let's get this over with."

* * *

Fury stared impassively as the tank decompressed, the thick red liquid slowly draining out through vents in the floor. The figure inside collapsed slowly to the bottom as her support drained away. "She's clean, Sir. She's in full control, thanks to the regenerative gene of-" The telepath he'd brought in spoke quietly, but Fury interrupted. 

"Thank you. That will be all. You're dismissed."

"Yes, Sir." There was a mechanical hiss as the door opened and closed behind him, followed by another as the front of the tank split open and receded into the floor, letting the sound of weak coughing out into the darkened lab.

"Do you know where you are?" He asked tonelessly.

More coughing. "Yes..." She replied in a hoarse whisper.

"Do you remember what has happened to you?"

"Yes..."

"Are you a threat?" Fury narrowed his eyes slightly, wary of retaliation for taking the direct approach.

She coughed again, but this time there was a laugh behind it. "I'm just glad I'm not still dead..."

Fury nodded. "We've got a team working on your cover story, and we'll have to do some tests, and set some ground rules, but I think you'll be just fine." He held out a labcoat and a large towel, which she took after slowly standing up. "Welcome back, miss Stacey."

* * *

A/N: Okay, this should be among the last of the setup chapters, and I'll get on to the story within a chapter or two. Till next time! -E. Red 


	4. Chapter 4

**Chapter 3: Self-Acceptance**

Peter sighed in frustration as he closed the classroom door behind him. _Another day, another chemistry test..._ Sure, he'd finished well before the rest of the class, as could only be expected from the guy who completed the formula of what must be the most advanced chemical adhesive of modern times, but he just felt drained. The whole thing seemed so surreal. To be continuing with his normal life, all the while with clones of himself, doing who knows what, elsewhere in the city.

Though some things had certainly changed. He glanged back through the glass at Mary Jane, who was scribbling away at her test, chewing on her tongue in concentration. Reed Richards, of the Fantastic Four, had cleared her to return to school, but she'd not quite been her usual self all morning. Then there was that nightmare she'd had last night...

He shook his head, clearing the thought away. If there was something bothering her, it was her choice to talk it out. He might not like it, but she said she was fine when he asked that morning, so he let her be.

Glancing at the nearest clock, Peter sighed again. He still had a half hour to kill before lunch. He walked in silence down the deserted hallway, pondering if he had enough time to pop out and visit the hospital...

* * *

Fury watched the government-registered healer as he finished up, nodding slightly as the man left the small hospital room. The patient stirred, slowly waking up with a low groan. Cool grey-blue eyes opened slowly, blinking in the harsh light before refocusing on Fury. She blinked warily for a moment before coughing lightly and frowning. "You're that man from SHIELD..." 

Fury nodded. "Nick Fury, Mrs. Parker. How do you feel?"

She opened her mouth to reply, but stopped, looking puzzled. "I feel... Great, actually... Better than I have in years, actually..." She looked back up at him suspiciously. "Why are you here, Mr. Fury? Is this about... About my nephew?"

Fury nodded. "Yes and no, Mrs. Parker-"

"May." She interrupted. "Call me May."

"Sure... Well, May, I'm guessing you're aware of Peter's... Unique situation... If your reaction to my presence is any indication, that is."

May nodded. "He told me... Right before my..." She trailed off.

"I understand." He glanced quickly around the room again before he continued. "Do you know about the clones?"

Another nod. "Peter mentioned them. I thought they were taken care of... So to speak..."

Fury shook his head. "It's complicated... Two of them died that night, but the other two are in SHIELD custody." He sighed, settling into a chair. "These two are stable, and we're trying to get them new identities so they can reintegrate into society."

May cocked an eyebrow. "That's good. I suppose... But what does this have to do with me?"

"One of the clones is female."

_That_ was unexpected. "What?"

Fury chuckled dryly. "That was our reaction. The psychs say that she's going to have a long, _long_ road ahead to fall into place. But I think you might be able to solve that. Or at least expediate it..."

"Meaning... What, exactly?"

He sighed again. "Perhaps it would be better if I showed you. Do you feel up to it?"

She regarded him critically for a second before nodding. "At least I'll be out of this bed..."

* * *

Tony Stark, the Invincible Iron Man, paused for a second to wipe the sweat from his brow before he turned back to the mechanical device that sat on the table before him. It was truly a remarkable piece of equipment, incorperating almost as many features as his own armour did, but he still didn't like the colour... 

The Scorpion armour was proving to be quite the handful for the gifted billionaire. The replacement helmet had been easy enough, but the suit itself had taken hours to fully remove, revealing a severely scarred body underneath, and hours more to fully understand it's capabillities. The Scorpion himself was still in surgery, the spookd having decided that he needed to be fixed up to be fully effective, the job of documenting the suit falling into the capable hands of Iron Man.

And he was enjoying it. But why stop with documenting? A small smile crept onto the man's face. _Why indeed...

* * *

_

Jessica was sweating heavily as she continued through the obstacle course, leaping and twisting gracefully through the air through the myriad of traps and structures. It felt good to be exercising again. It made her feel a little more normal... A medicine ball launched out of the wall to her right, and she twisted smoothly in mid-air to avoid it. A few more flips and backsprings, and she was through to the end of the course. She sighed contentedly as she leaned against the nearest wall, panting slightly. "That was a little harder than I expected..."

"I know the feeling."

Looking towards the source of the voice, Jessica felt herself twitch slightly. "Morning, Cap."

The great American hero smiled and shook his head. "It's just Steve. When I'm not in uniform, that is." He replied, pulling off the sweat top he was wearing to reveal the rippling muscles he was famous for.

She blushed involuntarily. "Yes sir." He laughed, and the tension evaporated.

"So, how have the tests been going?"

She shrugged. "Fine. I finished all the paperwork this morning, so all that's left is my medical."

Steve nodded. "Good. Paperwork is a soldier's greatest foe, after all." He chuckled, making her smile. "We're getting your provisions set up right now, so you probably have some time to kill. Care for a little run?"

Jessica blushed again, looking down for a second. "Err... Yeah. Sure, I'd like that."

He smiled down at her, stretching slightly. "Right. Let me do a quick warm-up, and we'll go." She nodded, and he immediately took off through the course, leaving her to watch in bewilderment as too many foriegn, unfamilliar thoughts ran through her still-adjusting mind...

* * *

"My god... You said clones, but I never really... I mean... She looks just like Peter!" May Parker was seldom at a loss for words, but, as the song says, even the best fall down sometimes. 

"Genetically, they're ninety-two percent identical." Fury said calmly from beside her. "Apart from the obvious, I mean."

"And she remembers being... Him?" Fury nodded, and May shook her head in shock. "That poor child..."

"She's still got Peter's determination, and his will to do good, ma'am." The man responded, idly scratching his eyepatch. "I created a legion of robots because I was worried that Peter was less than the hero he is, and he proved me wrong. So I expect good things from Jessica here..." They watched the pair running laps in silence for a few minutes before May finally spoke up.

"What do you need me to do?"

* * *

"Aand... Done!" Janet Pym smiled in satisfaction as she stood up straight, fixing her lab coat. "That's it for the medical. You're a free woman, Jessica." 

"I hate you." Jessica said bitterly as she stood up, adjusting her own clothes.

The Wasp nodded sympathetically. "I understand where you're coming from, but it's an important part of female hygene-"

"I don't have to like it."

"Trust me. None of us do." The doctor laughed. "Still, you didn't ave to chase him out of the room."

"I may not have been like this for very long, but I don't even want to _imagine_ a man doing _**anything**_... Down there."

"Dr. Wallace is a registered OBGYN with more than fifty years of experience." Janet replied. "And happily married for fourty-nine."

Jessica shook her head. "Ungh. I think you should stop there."

Wasp shrugged. "Fair enough." She looked like she was about to say more, but was interrupted by the hiss of the door sliding open. Nick Fury stood in the doorway with a small attache case in one hand, a small smile adorning his normally frowning face.

"I see that you've finished all the necissary tests and paperwork." He said smugly, setting the case on a nearby table as the door slid closed again.. "You work fast."

"I don't like cages." Jessica replied shortly, to which Fury cocked an eyebrow.

"Indeed." The locks on the case clicked, and it opened to reveal a large stack of official documents, everything from school records to a new passport, and her spider suit, neatly folded underneath. "Here's your care package." Fury said, sliding the case over to her. "It's got everything: Birth certificate, health card, bank accounts. The works. We've set you up with an emergency fund, as well as a modest savings account that you'll gain access to when you graduate. Just like any other teenager, right?"

Jessica didn't reply. She was too busy gaping at one of the folders in the stack. "Oh, and your cover story is in there. Which, by the way, I think you'll like." He made an unseen hand motion, and the door hissed open again. Jessica barely glanced up from the papers, but she did a double take when she realized who it was. All the blood visibly drained out of her face.

Aunt May stopped at the end of the examination table, looking slightly out of place in the high-tech exam room. She shifted awkwardly before speaking. "They tell me your name is Jessica..."

Jessica's heart leapt into her throat as she fumbled for the right words. "Th-that's right, Mrs. Parker..." She almost hit herself as the words escaped from her, and she looked away in shame.

May gave a small huff of laughter. "Mrs. Parker?" She repeated softly. "I think I prefer Aunt May."

Gentle arms wrapped around Jessica's shoulders, and she burst into involuntary tears. "I... You... B-but..."

Unseen by both women, Fury and the Wasp quietly left the room. Some things should stay in the family...

A slightly wrinkled hand gently lifted her chin, and she was forced to look into familliar steel-blue eyes. "I want to help you, dear." The elder Parker said. "You should know that."

"I.. I didn't..."

May shook her head. "Don't even worry about it. I know for a fact that Mary and Richard were trying for another child, so..." She tightened the embrace slightly. "And you should know that I have more than enough love to give." They were quiet for a long time after that, a clone taking comfort in the arms of an aunt she never expected to see again, and an aunt holding a niece she never expected to have...


	5. Chapter 5

**Chapter 4: Self-Assistance**

"Long lost twin... You're joking."

Aunt May shook her head sternly, and Jessica looked away awkwardly. "No, Peter. I am most definitely not."

"A hundred geniuses in their employ, and 'long-lost twins, separated at birth' is the best the eggheads at SHIELD could come up with."

"Peter. Drop. It."

Peter sighed in frustration. "I'm gonna shoot him. I'll steal a gun and shoot him. Right in that damn eye patch."

"Language, Peter."

Jessica giggled despite herself. He was certainly taking the whole situation better than she'd expected. _Then again,_ she thought after a moment, _he's probably just holding it all in for my sake..._ She mentally shrugged, looking back down into the massive crate that the enormous man from the cleanup crew had dropped in the front room. The SHIELD 'care package', it turned out, was a rather extensive wardrobe, complete with evening and formal wear, a large stack of school supplies, and a credit card with ten grand on it, for her to "use at her discretion". Aunt May had politely refused her when she'd offered her the money, telling her to use it for herself.

"You do have a lot of years to catch up on, dear."

Peter had arrived home only a little while later, as today was one of the rare days he didn't have to work, and could spend some time at home before he left for his 'other job'. He'd frozen stiff when he saw her sitting there with Aunt May, but after the story was told, he had immediately started in with the light sarcastic jibes, silently agreeing to all that he'd heard and welcoming her into the family.

"I mean, really! Billions of tax dollars, and-"

Jessica sighed. "I agree with your arguments, but you're beginning to repeat yourself, Peter." She said quietly, allowing herself a small grin.

Her brother, as the papers in her file clearly stated, gave one final huff before turning away and stalking ino the kitchen to hide his own smile. Aunt May reached up and gave her a small squeeze on the arm. "You see? I told you he wouldn't have a problem with it." She stated, smiling in satisfaction.

_And I told you he wouldn't show it if he did..._

Jessica returned the smile, albeit a little sadly. She was still unsure if what she was doing was the wise decision, but she chose to bask in the upsides for now, rather than worry about what may come later. Of course, she knew from experience tat something would go wrong eventually. Peter's karma had never been very good to him, and hers had failed her for much of her very short life.

Almost four weeks. She was a teenager with only four weeks of existence to her name. The tear that leaked out of her eye came unwarned and unwanted, but Aunt May saw it before she could wipe it away. "Jessica? Are you alright, dear?"

Somewhere in the kitchen, the phone rang. "I'll get it." Peter's voice called out of the kitchen lazily.

The term of endearment nearly set her over the edge again, but she forced her hurt down and locked it away. "Yes, Aunt May... I'm just... Worried. About tomorrow..."

The Parker matriarch smiled softly, gently pulling her down onto the couch and wrapping her up in a loving hug. "Oh, dear... You'll be okay." She said gently, cuddling her close the same way she had when Peter was younger. "Don't you worry about a thing. All of the paperwork is finished, and all you need to do is find yourself a place at school where you fit."

Peter walked in, the phone pressed against his chest. "Aunt May, Mary Jane wants to come o... Err..." He stopped awkwardly in the doorway for a second before lifting the receiver back to his lips. "Yeah, I'll call you back in a bit, MJ... Okay... Later." The phone beeped as it turned off, and he placed it quietly on the coffee table. "Are you alright?"

Jessica knew the concern in his voice was genuine, but she was still a little uncomfortable with the whole 'talking to her former self' thing. "Yeah... I'll be okay..." _Eventually..._

Another uncomfortable pause followed, before Peter coughed awkwardly. "Err... I'm gonna take this stuff upstairs for you, Jess. You should take it easy for a while..." And without another word, he turned and hefted the several hundred pound crate like it was filled with air and carried it up the wide staircase to the second floor, pointedly ignoring the stunned gasp their aunt let escape.

"I'll never get used to that..." The elderly woman muttered, shaking her head slowly.

Jessica couldn't help but giggle. "How do you think we feel?"

Aunt May chuckled. "I suppose you're right..." A look of thoughtful contemplation passed over her face, and she frowned slightly. "I did promise him a rather stern talking to when I got out of the hospital, though..."

Jessica shook her head. "He was only doing what he thought was right, Aunt May... And, well..." She faltered a little, blushing. "Uncle Ben always said that with great power-"

"Comes great responsibility." May finished, a slightly distant look misting over her eyes. "He did always say that, didn't he..." Another silence filled the room, and Jessica fidgeted uncomfortably.

"I... I'm going to go... Finish my room..." She said quietly, moving to stand up, but a gentle hand stopped her.

"No, you're not, young lady." She immediately flushed at the choice of words. "I have sixteen years of cuddling to make up for, and you're not leaving this couch until I'm satisfied that you feel better." And with that, she was pulled unceremoniously back into her Aunt's arms, her small "Eep!" of surprise earning a chuckle from May.

* * *

Peter set the crate down in the new bedroom, mildly impressed at the work the cleanup crew had done in so short a time. His old room had been stripped of everything (thankfully any incriminating evidence had been safely locked in it's trunk) and moved into a new bedroom that had been built into the basement, replacing the old storeroom, which had, in turn, been moved up into the newly refinished attic. One couldn't tell from the outside, excepting the new coat of paint, that anything had changed inside, but Feury's people had been very thorough, upgrading everything in the house in less than a week. It was a little jarring, but he'd get used to it sooner or later.

Having a cloned twin sister, now _that_ might take some time to get used to...

Logically, somewhere in his mind he knew that she was becoming her own person by the day, developing her own personality and whatnot, and they'd eventually be able to treat each other like normal siblings. The thought sent a little shiver down his back. He'd never imagined having a sibling before, and to have one suddenly appear out of nowhere...

_No. _He shook the thought out of his head. _You have to help, in whatever way she needs..._

But still, there were ways he could help himself to cope.

Peeking his head down from a spot above the living room door, he had to smile at the way Aunt May was handling the situation. Jessica was wrapped up in her arms, her face pressed into Aunt May's shoulder as she rocked the clone back and forth gently. Peter remembered the last time he'd gotten the same treatment, and left them alone, crawling along the ceiling and into the kitchen, to slip silently down the stairs and back into his room.

The phone rang twice, and Mary Jane answered it. _"Hello?"_

"Well, hello to you too, madam." Peter replied, smiling as he imagined her blushing on the other end.

_"Funny guy. So what's going on? Can I come over?"_

"Yeah, but use the storm door. We have something we need to talk about."

_"Peter?"_

He sighed. "I'll tell you when you get here... And bring a coat. It's getting dark outside."

_"Yes, mother." _She laughed. _"I'll be there in five."_

"I look forward to it." He said, smiling. "Now get steppin'. We got things to do." And he hung up without another word.

"She's gonna hit me for that." He said aloud for no particular reason.

And he was right. She did hit him.

"Jerk." She said teasingly, and laughed as he pulled her into his arms.

"I love you, to." He replied, kissing her softly, and she melted in his arms.

"Wow..." She breathed when he finally let her go. "Looks like I hit the jackpot, Tiger."

"Grrr." He growled, and she laughed, punching his shoulder again.

"So what's the big secret?" She asked, sitting back on the bed and getting comfortable.

Peter let her get settles before he replied. "I have a sister."

She hit him again when she got up off the floor.

* * *

Tony Stark finished the final adjustment and stood back, admiring his work. Whoever had attached the tail to this kid's spine had not gone halfway. It was going to be next to impossible to remove it fully, and, when told, the clone had merely sighed and said not to bother trying. Still, when they'd put him under and begun trying to repair the other damages to his body, Stark had removed the tail pack and tweaked it. While it would have to be reattached permanently in order for Mac to survive, he could at least make the thing less noticeable.

As the surgeons replaced the device, Tony nodded in satisfaction at his work. The tail-pack was now more akin to a full chest piece, but it only rose an inch or so from the clone's body, rather than the nearly foot and a half that the old one had. Sure, he would have to wear a loose coat, but he could, conceivably, rejoin the general populace in his civilian identity.

His work on the Scorpion finished, Stark turned away to focus on the much larger group of problems his life was facing now that he was directly responsible for the Ultimates. He was still a little miffed that Feury had thrust the clone into his arms without so much as asking, but the boy's potential more than made up for any inconvenience he caused.

"Sir?" Tony's mind was brought back into reality by the voice of his secretary, Pepper Potts.

"What is it, Pep?"

"I have that cleanup crew you wanted to speak to waiting in meeting room twelve, and Nick Fury is on line eight. Something about another new gift he has for you." He caught the small amount of amusement in her voice and groaned internally.

"I'll take the call first. Make sure the Wrecking Crew is comfortable, I might be a while..." He said tensely, turning to the elevator and grumbling. Fury's last 'gift' had been the young man currently occupying surgery three. "What are you shoving off on me this time, old man?"

The phone call was quite possibly the shortest he had ever answered. "Roof. Now." Click.

Which did not amuse him at all.

The helipad was occupied when he stepped out of the elevator yet again. And who was on it completely floored him.

* * *

Street. Cars...

_Do not be seen..._

It was time to wait again. She let out a small growl of frustration. Night was hours away, and she was so very close...

_"Why are you doing this?"_

She shook her head, clearing the man's voice out. _Go away. I have a job to do._

_"Killing an innocent girl? I hardly call that a job worth doing..."_

She tuned out the voice, knowing deep in her heart that it was right. This was not what her mother would have wanted...

**But mother is dead... And you killed her.**

Her breath caught in her throat, and she choked on a sob, feeling the tears start anew. The second voice was merciless when it started, and she huddled further in behind the shed she was hiding beside. All she could do was wait, and watch. And finish the job.

Or else the pain would come again...

* * *

A/N: Fluff is fun. I've been storyboarding all my stories lately, and once all the storyboards are done I should be able to put out longer chapters, so no complaints today, please. R&R and, as always, Stay Frosty.


	6. Chapter 6

**Chapter 5: Self-Acclimation**

Jessica closed her door behind her, admittedly feeling much better about her situation than she ever had previously thanks to her Aunt. Her bed was made already, courtesy of SHIELD, most likely, and she collapsed onto the plush comforter, quietly revelling in the sensation of tense muscles stretching before slowly relaxing as she calmed down a bit. Four weeks had basically erased any curiosity she had felt about her new body, but there had been a few times where she had truly appreciated it. Now was certainly one of them. A good cry can do wonders for a person, and a long cuddle when you need comfort is always appreciated. The whole day had been the best since she had been 'born', and it left her whole body tingling with a happy warmth.

A knock on her door interrupted her stretch, and she sat up quickly, adjusting her teeshirt quickly. "Come in." She called.

The door opened a crack, and Peter stuck his head into the room. "Feel better?" He asked with a grin, and she had to smile. _So that's what that looks like..._

"Yeah... I guess." She answered, shifting slightly in her seat.

"Err... There's someone here who wants to see you... If you're willing to talk to her..."

Her... Jessica's pulse jumped as the blood drained from her face. "I... I don't..."

Peter nodded. "I understand. That's cool..." He started to close the door.

"Wait!" Her face immediately flushed anew as his head poked back into the room. "I... Can... Can you come in with her... Please?"

He paused for only a second before nodding. He disappeared for an instant, and then the door swung wide open. Mary Jane stood there, looking a little awkward as Peter steered her into the room. "Hey..." She said quietly, staring in slight disbelief into eyes that had always belonged only to her boyfriend.

"Hi..." Jessica answered, equally shyly. "Are you feeling better?" She added as an afterthought.

MJ nodded. "They cured me right away, so... Yeah..." Awkward pause. "What about you?"

"I... I'll be okay..." _Eventually..._ The word nagged at the back of her mind, unsaid but not unheard.

Mary sat beside her on the bed, shooting her awkward little glances every few seconds. "I... Uh... Peter told me about... Well... You know..." Jessica nodded silently, not trusting her voice at that moment. "Well... If you ever need any... _Help..._ With anything, then... Well... I'm here if you need me."

"Thanks, MJ..." Jessica said quietly, staring pointedly at the floor. "I could really use a friend right now..."

"Well, now you've got one." The redhead replied, hugging her. Jessica flinched as she felt a familiar wobble in her stomach, one she remembered feeling from...

"Please don't do that, Mary..." It was barely a whisper, but it was there.

Mary Jane let go of her, confused. "What?"

"I... I still feel like... Peter does, when it comes to you..." Jessica heard her small gasp, and a small chuckle out of Peter.

"I guess that would have been the second most awkward hug in history, no?" The sheer absurdity of the statement cut the tension immediately, and Jessica started to giggle despite herself.

"Second?" Mary asked curiously.

"Well, hugging yourself is still slightly weirder than hugging your former girlfriend who you still have feelings for... I think..."

* * *

It was much later when Peter closed the door to his new sister's room, a lightly snoring Mary Jane curled up in his arms. He had been right to bring her in on it. It would do Jessica a world of good to have a friend going in to school tomorrow, and despite the whole 'girlfriend' thing, he was sure they'd hit it off well enough. Granted, if Jessica still thought the way he did, he supposed he'd have just gone along as well, and suffered in silence behind it all... That thought made him frown. He'd have to keep a close eye on her, closer than he had originally intended at the very least.

Aunt May smiled at him as he passed by the living room door, shoving his feet into his shoes before very gently crouching to pick up MJ's, which she'd brought up from downstairs. The streets were dark, and thankfully empty, so Peter got her home in no time flat. She didn't even wake up to the feel of rushing air over her face as they sailed from rooftop to rooftop. Her mother answered the door, staring at them silently before allowing Peter to carry her daughter up to her room and tuck her in. But whe he came back down the stairs, she finally spoke.

"What, exactly, was that?" Mrs. Watson asked cooly with a frown.

"Uh... Mary got a little... Carried away tonight, Ma'am..." As soon as the words left his mouth, her frown deepened.

"Oh really? Carried away with _what_, exactly?"

Peter groaned internally. "Not that! I..." He took a deep breath, and told her the prepared speech he'd cooked up to use at school the next day. "-And Mary was just getting to know her. I guess they just tired themselves out... Ma'am."

Mary's mother regarded him closely. Her eyes were full of distrust, but she shrugged it off. "I see..."

There was a moment's pause before Peter let out a cough. "I, err, have to go now... School tomorrow..."

Another frown. "Indeed..."

"... I'll just... Go..."

And go he did.

* * *

Mac groaned as he swam up out of the inky black of unconsciousness. The first thing he noticed was that he was lying on his back, and it didn't hurt. Curious, he mentally groped for his tail, and was rewarded with a small whirring sound and the familliar pain that he associated with the artficial limb.

"Take it easy, kid." A voice, strong and commanding...

"Stark?" His voice was a little hoarse, he realized.

"Yeah. And I'd really appreciate if you didn't break that thing so soon after I built it."

Looking down, Mac blinked stupidly at the wrap-around chestpiece he now sported in place of the full-body armour they'd outfitted him with at 'The Zoo'. "What...? How did you-?"

"Science, my boy... And a little Asgardian luck."

"Verily, your constitution had as much a part as I." A new voice, familiar only through television and thick with a norse accent, spoke loudly. Through the slightly blurry haze the meds had left him with, which faded with every passing second, the clone could make out six distinct blue orbs, and a massive mane of blonde hair.

"Thor?"

"Indeed, lad." The god answered, laughing. "My assistance was requested, and the tale of your hardships forced my hand to give aid."

Tony Stark sighed. "Right, well your vitals all check out, kid, so let me run you through the rather extensive list of upgrades and changes we made to your suit while you were under..."

Extensive was a good word to use, it turned out. Stark's technicians had gone to town with the whole suit. After modifying the tail to collapse into the new chestpiece, they'd taken the rest of the armour and replaced it with Iron-Tech components. His new armour was very much a full battlesuit, inspired heavily by Iron Man's own. Though it was much slimmer, to say the least. It attached to the chest piece directly, and contained so many gadgets, it was almost stupid. Grapple lines in the gauntlets, replacing the acid guns, electromagnetic shielding, integrated computer, GPS, radio, and video-audio recording equipment, a satellite uplink to the Stark network, and built-in, deployable miniturrets, equipped with surveillance equipment and a directed energy weapon for point defence and recon.

The helmet was the same as the replacement, the golden faceplate curving over most of the piece, with fully-rendered HUD, of course. The tail itself had been revamped as well. The stunner had been upgraded, and the stinger made retractable, turning the blade into a blunt hammer, and, surprisingly, a web-shooter-esque spray had been added as well, earning Stark a glare at the stolen tech.

It all snapped together in less than a half minute, and when it was on, it felt like it wasn't even there. His tail slid easily from it's new sheath, extending slightly longer than it had before, and demonstrating a far finer amount of control than it had previously. "This is... Amazing..."

Stark laughed. "One does ones best..." He replied smugly. Then his expression turned serious. "Now, I've got an assignment for you. Your first official job for the Ultimates."

Mac frowned. "Already? You guys work fast..."

"We do try..." Tony said, leading him across the hall and into a massive gym-like space, littered with obstacles and hazards. "I need your help testing someone else we've... Recovered." The billionaire gestured behind him, and another door slid open at the far end of the impromptu arena.

His 'opponent' appeared to be a young woman, wearing a full-body catsuit with a mask that covered her entire face, only letting out her hair, the long blonde locks contrasting strongly with her red suit. The suit itself was overlaid with a familiar spiderweb design, but the mask, gloves and boots were solid black, with the web design spreading inwards from them, and a grey-black web-pattern 'cape' flowing between her arms and torso. The stylized spider emblem on her chest was decidedly more vicious looking than the one on the Spider-Man costume, and the red eye patterns on the mask also curved into numerous sharp points, giving the whole outfit a slightly eerie feel...

"Jeez... Who designed that suit? I gotta get them to do mine..."

Tony scoffed. "Well, excuse me for trying." He glanced back at where the woman was stretching out. "She calls herself the Scarlet Spider, just so you know... I'll be upstairs when you feel you're done."

The door hissed closed gently as Mac crossed the floor, stopping a few feet from her. "Err... Hi there..." He said uncomfortably, "I, uh... I'm supposed to... Test you?"

The scarlet-clad woman cocked her head to one side, and he heard a rough chuckle of amusement. "That's what they told me, too." Her voice seemed to distort as it left her mouth, a low growl underlying her normal voice, making it completely unrecognisable. "So, how shall we do this?"

"Err... Let's see your... Do you have superpowers, or...?"

She held up one hand casually, and suddenly several two inch long spikes sprang out of it. "Does that count?"

"Okaay... What else do you do?"

She shifted awkwardly. "Actually... I don't really know. I kinda fell bass-ackwards into some powers, and haven't really tested out what they are..."

Mac was a little surprised by the information, but nodded. "Okay, well... How did it happen?"

The woman only seemed to get more uncomfortable. "I... I was cloned." Mac stiffened, shocked. "And they... well... Maybe I should just show you..." And with that, the dark mask... Melted would probably be the best word... Away, revealing a face that shocked him even more.

"Gwen?!"

* * *

The sun had set. It was time to finish her assignment.

_"Bad idea, kid. You should be running away from this, not towards it..."_

_Shut up!_ She growled angrily. _You're not helping!_

_"I really think I am, kid."_

**Silence. The child has a job to do, James.**

She paused in the shadow of the next house, clutching at her head. _SHUT UP! I CAN'T HEAR MYSELF THINK!_

The voices fell silent, leaving her to decide for herself. And she would have to decide fast. The target was only two houses down...

The window slid open silently, and she stepped into the room, pausing only for an instant before moving to the bed. The girl was there, asleep, twisting under the sheets in the midst of a nightmare. The familiar stinging pain erupted in her hands as the claws slid silently into place, but a stray moonbeam made her stop. Her face...

Images of her mother flashed across her vision, blood pooling on the cold tile floor of the lab, and she faltered.

**DO IT!**

_"No! Fight them, kid! Don't give in again!"_

She stumbled back away fom the target, pain flashing through her head. _I..._

**DO IT NOW!**

_"Fight back! Be your own person!"_

**FOLLOW YOUR ORDERS!**

_"You are a human being! You are NOT a weapon!"_

Pain. More and more pain. It radiated through her body, throbbing from her head to her toes. It was too much... To hard to bear... _I.. Have to..._

**YES!**

_"NO! FIGHT IT!"_

_It... Hurts..._

She stood slowly, stepping back towards the bed. A tiny drop of her own blood ran down the blade of one of her claws, a testament to their lack of use. But again, as she stepped up to do her job, her mother's crying eyes appeared. "Why, Laura?" Her final whisper echoed in the girl's ears, and the memory of her body going limp in her arms...

_"Fight them for your mother..."_

**YOU WILL SUBMIT!**

"NO!" The sound of her own voice shattered the silence of the night, and the open shout of defiance set the pain over the edge, and she screamed. Her target shot out of the bed, backed up against the wall in surprise.

"Who the hell are you?"

She was in too much pain. The voices were screaming at eacch other in her mind, and her limbs twitched as fire shot through her nerves. Her claws retracted reflexively, but it didn't help the pain stop.

"Why are you in my room? Hey... Are you alright?"

The pain...

"Help... Me..."

_"Good girl..."_

And then she blacked out.

* * *

A/N: So, I've wrapped up the intro arc, and the first conflict starts now, running us straight into the action. Yes,the girl is a 'new' character, but for those of you who pay attention, you'll know who she is. Adios, Reviews are, as always, appreciated. Stay Frosty, readers.


	7. Chapter 7

Spider, Spider... Arc 1

**Demons and Goblins**

**Chapter 6: Self-Beginnings**

The voice had startled Jessica out of her bed, and she scrambled back out of her bed when a pair of sharp blades reflected the moonlight into her eyes. There was a young girl there, scarcely twelve by the look of her, and she was shaking pitifully, clutching at her head in pain. "Help... Me..." She whispered, her voice hoarse from disuse, and Jessica caught sight of bright blue eyes before they rolled up in their sockets and the girl collapsed.

Jessica stood there, momentarily dumbstruck by the girl's appearance. She was wearing a tight-fitted bodysuit that appeared to have a layer of metallic armour over her vital organs, and her feet and hands were bare, but completely unmarked. Her face was framed by sleek black hair that would have hung all the way down her back, had she been standing. Her face itself... She had to double check, but the resemblance was there.

She quickly gathered her thoughts and reached into her side table drawer, squeezing her SHIELD-issue panic button. With the signal sent, she had enough time to dash downstairs and wake Peter up, ignoring his moaned requests for "Five minutes, Aunt May..." The pair of them were standing in her room less than twenty seconds later.

"She just climbed in through your window and blacked out?" Peter asked, circling the unconscious girl warily.

"She had claws, Peter." She replied, still looking at the girl's face. "Like Wolverine's claws."

Peter frowned, taking another look at her face. "Maybe a little... In the jawline..." He muttered, scratching his chin. "What colour did you say her eyes were? Eye colour is a pretty strong trait..."

"Blue." She answered, sitting back on her bed. Just then, someone knocked on the front door. Peter frowned once again.

"Alright, I'll go let SHIELD in, you wake up Aunt May. She needs to be involved in this."

Jessica was about to ask if that was the wisest choice, but he was already gone. Not for the first time, she cursed his impetuousness, silently padding down the hall and knocking on the master bedroom door. "Aunt May?" She called, cracking the door open a bit. Miraculously, the first call woke her Aunt, a notoriously heavy sleeper. (When she didn't have the nightmares, of course... But that's another story..."

"Jessica?" The elder Parker groaned, sitting up slowly. "What is it, dear?" Jessica summed up the girl's appearance in her room just as Peter mounted the top of the stairs, a number of men in armour trailing after him.

"Since when do you guys knock?" She asked, and the last person on the stairs smiled. She gulped as her heart skipped a beat for no real reason, staring into the iconic red, white and blue costume.

"Your family is... A bit of a special case." Captain America answered, pausing at the top of the stairs and extending a hand towards Aunt May. "I don't believe we've met, ma'am. Captain America, but please, call me Steve."

To her credit, Aunt May didn't hesitate whatsoever in accepting the handshake. "May Parker. It's an honour to meet you, sir." She stopped to look down at the girl, who was now being carried out of the room on a stretcher. "And what will happen to her, then?"

Cap watched as they moved the mystery assailant down the stairs. "That all depends, ma'am. If you'd like, I can keep you appraised of the situation, as interested parties."

"I would appreciate that. Thank you, Steve."

Little more was said as the men did a quick final sweep of the property before vanishing into the night in an armored car of some sort. Cap made small talk for a few minutes before he made his farewells and left in a camouflaged Humvee, leaving the Parkers alone on their doorstep. The first light of day was just barely peeking up above the horizon as they returned to their beds. An hour's dozing later, and three alarm clocks went off at six thirty, rousing them again.

Aunt May was already making coffee when Jessica shuffled into the kitchen, a bag full of blank, fresh school supplies slung over one shoulder. She yawned as she grabbed a mug out of the cupboard and poured herself a cup, adding two generous scoops of sugar and a dash of cream to it. Aunt May was staring at her oddly when she looked up, and she flushed. "I kinda developed a taste for it... Back in the lab..." Her Aunt heard the pain in her voice and didn't push, only nodding and sitting down across from her, flipping through the paper like she did every morning.

Peter stumbled up the stairs thirty minutes later, barely leaving himself enough time to make some toast and tie his shoes before Mary Jane knocked on the door, ready to be walked to school. They had agreed to take the half-hour walk together the previous evening, to avoid any potential scene on the bus. Peter pointedly rechecked his webshooters, which were stowed in a hidden pocket in his bag, and Jessica had to fight not to look for hers. She was wearing a nice, plain blouse and jeans combo, and MJ allowed her to get away with not wearing any makeup, much to her relief. But the combination of the thin top and somewhat tight jeans meant that she couldn't wear her suit underneath her civilian clothes. It was simply too thick, even compared to the old red and blue suit...

She shook her head suddenly, shaking that train of thought loose. _No more reminiscing about my old life._ She mentally berated herself. _I am a new person. I am Jessica Parker._

"You okay, Jessica?" Peter's voice made her look up.

"Yeah... Just a little nervous..." She answered truthfully. "I... I hope everyone..."

Peter hesitated visibly before throwing one arm around her shoulders and giving a gentle squeeze. "No worries, sister. You'll be fine." She swallowed and looked away awkwardly, blushing as she did. As wierd as it still was, that little half-hug helped her calm down a lot of the thoughts that were swimming through her mind at that moment.

"Yeah, and you've still got the two of us." Mary chimed in, mimicking the motion from the other side, causing more awkward feelings to flood the clone's body. But to know that they cared...

She'd run the scenario through in her head a few times, and right then, she finally agreed with the answer she'd found. If she had been in Peter's position, she would accept the clone as family, genuinely and without hesitation. And that little gesture proved that he had done exactly that. "Well, who else do I need, then?"

"I hope I fit in to this, somewhere." Aunt May stood behind them, two small brown paper bags and a few bills in her hands, which she promptly shoved into the twins' hands. "Have a good first day, dear." She said, kissing Jessica on the forehead. She repeated the gesture with Peter. "And you take care of your sister, young man."

"Yes, ma'am."

The walk seemed to drag on forever, and about two hundred meters from the school doors, Jessica's anxiety got the better of her. Her chest suddenly constricted as they stopped at a traffic light, and it instantly became hard to breathe. Her knees wobbled and gave out, but Peter caught her before she hit the ground. The next thing she recalled was sitting on a nearby bench, breathing heavily into her brother's lunchbag. "Are you going to be okay?" She heard the genuine concern in his voice, and swallowed her wounded pride, nodding.

"M'sorry..." She whispered, staring at the sidewalk.

"Hey." He took her by the hand and helped her up. "It was just a little panic attack. It happens to the best of us." He let her take a few more deep breaths, and when she finally looked up, he smiled. "See? No worries."

"Thanks, guys..." She whispered, and after another moment, they crossed the road, and hit the school grounds.

* * *

"Weapon X, huh?" Mac frowned, leaning back farther in his chair. Gwen nodded and sipped at her coffee. "Okay, so they took your corpse, the monstrosity that killed you, and some sort of mutant gene from this 'Weapon X' to counteract the creature's negative effects... And they got Gwen Stacy 2.0."

She let out a tiny giggle. "I suppose so... Apparently I needed some actual biomass before I was able to control myself..." She took another drink and sighed. "I'm still a little wierded out by the whole thing... I mean... All my friends think I'm dead... And they told me..."

Mac frowned as she trailed off. He'd heard the story, too, so he quickly figured out what was bothering her. "You gave Aunt May a heart attack?" He asked, as gently as he could. She kept staring at her cup, only the most imperceptible of nods confirming his words. "Hey, you had no control over that, and we both know she'll forgive you when they take you back."

"Send me back?" She asked, still not looking up.

"Well, yeah. You've still gotta finish high school, you know. Who better than May Parker to help you through that?" Mac grinned as she looked up in shock. "What, you think I'd trust them to send you anywhere else?"

"But..."

"But what? You're dead?" Mac laughed again. "They'll probably just say they... I dunno... Had to put you in witness protection, or something, and the funeral was just a schill..."

They fell silent as Gwen slowly digested the information. Mac had nearly drained his cup by the time she spoke up again. "What about you?" The question was quiet, but not entirely unexpected.

"Me? I'm going to write my GED test, and probably end up working for Stark." He stretched as he stood up, draining the last of his coffee. "I gotta pay off the armour somehow, no?"

She frowned. "You're not going back to school?"

"What's the point?" He replied. "Peter's too nervous to admit, but he could easily be in college by now. He just wants to stay with Mary Jane."

She sighed, nodding in agreement as she stood up. "I suppose so..." They walked silently through the main atrium of Stark Tower, Mac itching slightly at the sweatshirt that was hiding his chestplate from view. "How long do you think it will take for my papers to clear?" Gwen asked suddenly, and they stopped at the base of the grand staircase.

"A week or two at least, why? Anxious to get away from me?"

"What? No, I-" She scowled at him as he chuckled at his own joke. "Well, it is a little disconcerting seeing Peter's face on someone else..."

Mac flinched. "Yeah... I'm scheduled for some cosmetic surgery later this week... Nothing major, but enough to look like someone new..."

She stared at him as he started up the stairs. "You don't have any problem with this at all?"

Mac stopped and shook his head. The tip of his tail slithered out from under his sweater and waved at her. "Any problem I have with this situation is overridden by the fact that I am a clone. I should not exist, and the fact that I have a chance to live some kind of real life is far more important than trying to reclaim the one I was cloned from." He grinned over his shoulder. "Besides, now I have unlimited funding for anything I want. How could I say no?"

She watched as he continued up the steps, and shook her head again. His words rang true, but the hollow tone behind them left her wondering at what was really running through his mind...

* * *

The conference room was packed with personnel as Tony closed the door behind himself. All around the room, conversations died immediately as the polished wood clicked shut. "Ah. Good morning, everyone." He said cheerily, knowing that it would get on everyone's nerves. Not that that bothered him... "We've got a number of orders of business to discuss today, so let's get straight to it. First order of business, Rocketmen." The four armour pilots straightened up, and Tony suppressed a grin. Chosen from the best the Air Force had to offer, he was still trying to break them of their habitual rigidness. "You're on patrol today. Duty details are being uploaded to your suits as we speak. You are to be underway within the hour. You're dismissed."

Slowly, he wheedled his way through the reservists, until the room was emptied of all but the main body that made up the Ultimates. He paused for a breath, settling a little farther back in his chair. "Alright, now we get to the real meat. Jan, how is the transfer coming?"

Janet Van Dyne, formerly Janet Pym, sighed heavily, pulling a small notepad from her labcoat pocket. "We're on schedule for the two-week deadline. There have been a number of problems in the movement of Ultimates R&D, but those experiments that were compromised were contained, and the damage was minimal at worst. We've got Stark Tower up to fifty percent of our previous capacity, and projections for the end of the transfer show a ten percent increase in productivity based on proximity of use."

"Good." He paused, running the next question carefully through every social and political screen he knew of before voicing it. "What about Hank, and his robots?"

Janet took a deep breath before she answered. "We've... Made use of the Ultron robots in the move, and we've left Hank's fate in SHIELD hands. Beyond that, I have no further comment."

Tony nodded. "Thank you. I know you need to get back to-"

The door was closing before he even finished.

"Right..." He pinched the bridge of his nose, fighting the urge to reach for a drink. "Well, Wanda and Pietro are still... Unavailable, after their vacation was interrupted, and Clint is still in the hospital... So-"

"I fear that I, too, must apologise, dear friends." Thor spoke up, standing up suddenly. "I have business with a group of environmentalists that are meeting in the Swiss Alps."

There was a crack of thunder, and the blond God vanished even before Tony could speak. "Why not just take on the team yourself, Tony?" He muttered angrily. "Sounded fine at the time. Is anyone going to listen to me?"

There came a small cough from the last person in the room. "All good things come with strings attached."

"Right. Well, your assignment is a big one, Steve." Stark flicked a file across the table, and a blue glove picked it up and opened it in one motion. "Take the Scorpion and Scarlet Spider with you. They need to be field tested."

The all-American hero frowned at the page of neat script that opened in front of him. "You need us to liase with-"

"Yeah. It looks like SHIELD picked up something special last night, and they're dumping her in my lap." Stark answered before the question could be finished. "I need you to go and pick up those two and get them to come here. Alone."

Steve nodded. "They'll be here."

"Good. I've scrambled a chopper for you. Dust off is in twenty minutes." Tony almost smiled as Captain America resisted he urge to salute and strode out of the conference room. But his hand was stayed from reaching for the minibar by a small chirp from the commlink in the center of the table.

_"Tony? Do you have a minute?"_

He suppressed a sigh. "What is it, Pepper?"

_"It's about those missing Iron-tech parts, sir..."_ Tony groaned. It was going to be one of those days...

* * *

"Wow... That is one of the most unbelievable stories I've ever heard in my life."

"Heh heh..." Jessica squirmed under the collective gazes of her 'new' homeroom class. Faces of friends she would have to re-make, and of bulles she would have to re-face... And girls she would have to understand, even more than Peter thought he had to. "I guess it kinda does..."

"Well, I'll get your teachers to put together lesson packages for you, Jessica. Thank you for introducing yourself to the class. You can go sit down now."

She didn't even bother trying to hide the nervous blush that enveloped her face as she quickly took an empty seat near the back of the room. She saw her 'twin' watching her progress, and smiled down at her desk as she literally watched him forming a speech to get her a seat near him and MJ in their classes. Which she didn't mind in the least, she forced herself to admit. It would make the transition go a little smoothe-

"Hey there, good lookin'." A very familliar voicec spoke from the desk beside her, and she sighed internally in exasperation. _Smooth. Yeah, nice wish..._

A/N: The first arc begins, albeit a little slowly. RnR, please, and remember that comments beyond "Good chapter, update soon" are greatly appreciated. Stay Frosty. -E. Red

* * *


	8. Chapter 8

**Chapter 7: Self-Balance**

"No."

"What do you mean, no? I've only been talking for five minutes, here..."

"Your reputation precedes you, Flash Thompson."

The jock flinched, but pressed on. "Well, you seem to know a lot more about me than I do about you. That's hardly fair..."

Jessica choked back a laugh. _Jeez, and this guy is our school's "major player"?_ "Right, well... That's just how it's going to have to be, then."

"Hey, come on now, that's hardly fair..."

"Fair?" She held back a flinch as her voice reached a pitch she'd never dreamed possible. "Was it fair for Peter to live through years of torment for no particular reason?! Was it fair that you forced my Aunt May to pay for a hospital bill that you caused?!"

All the mirth left Flash's face in an instant. "Hey, I wasn't the one who broke-"

"You were trying to punch his face in you jerk!"

"What _exactly_ is going on back there?" This time, she did flinch, turning back to the front of the class to find every head turned towards her.

"M'sorry, ma'am..." She managed, feeling the heat rise in her cheeks.

Luckily enough, the first period warning bell saved her from any further embarrassment. Peter and MJ were waiting in the hall when she left the classroom under one last disapproving glance from her homeroom teacher. "Sorry, guys..." She murmured, hugging her books to her chest defensively.

"What happened?" MJ asked, gently placing a hand on her friend's arm in silent support.

"Flash... He was..." She couldn't bring herself to say it. It was so stupid, but it terrified her at the same time.

"What did he say?" Peter's voice was quiet, but she knew that tone anywhere. It was the same tone he'd used the night they'd met... Deadly serious...

"He... Was hitting on me..."

Peter reeled back like he'd been hit. "What?!"

MJ scowled at him. "Great job, mister sensitive..." She muttered, gently leading Jessica away from a fuming, and slightly baffled, Peter. "We better get to class... Just stick with me, and I'll head them off for you, Jess."

"Maybe this was a bad idea..." It was hardly a whisper, but Mary Jane heard it. She spared a quick glance around the rapidly emptying hallway and hauled the upset girl into the nearest ladies room.

"Okay, now what's the problem?" She asked, leaning up against the sinks.

"Are you joking?"

MJ shook her head. "You may not have realized it, but you do make a very attractive teenage girl, Jess. This may be the first, but it definitely won't be the last time you'll get hit on, and you _know_ that. So what's got you all upset?"

Jessica shook her head. "I don't know..." She groaned, slumping back against the wall and sinking to the floor. "I thought this would be easier, I guess." She looked up into a thinly veiled expression of amusement. "Yeah, yeah... I know..."

"Honey, it's never that easy to find your place. But look at it this way: You are a blank slate. You write your own rules for how you wanna live now." She paused with a look of mock confusion. "Gee, I think I've heard this conversation before..."

* * *

Somewhere in the garage, a plasma torch was flaring, mechanical noises rising out through the hole in the insulation and flooding the room upstairs. The tiny loft was always filled with the sounds of machination nowadays At least, it was after the newest tenants had moved in. The neighbours all kept their distance from the twins, as something just seemed to be a little... _Off, _about them. They didn't mind, though. In fact, that was exactly the reason they chose this loft in the first place. They were young, clearly teenagers, but nobody really asked when they bought the place and paid cash, assuming them to be another trust-fund teen duo, out on their own for the first time.

They made quite the sight together, however, being so different despite being twins. He was quite tall, and athletically built, while she was slim, and petite. He wore his rust-red hair messy, and was unshaven and scarred in various places, where she wore hers tied up in a tight bun, and her skin was flawless, completely unblemished. He was loud, brassy and bold, where she was quiet and somewhat shy. But they both had the same stunning grey eyes, eyes that seemed to look through you and judge your worth with but a glance.

The girl sighed, flipping the page of the musty old tome she was reading. It was nice that her brother had found a diversion, but he was doing some rather... Shady things to do it. She supposed it was for the best, though. He was always complaining that she was the one with all the powers, and he had none. She didn't think he was right, if his massive intellect was anything to go by, but she kept it to herself. Still, she supposed that he was entitled to it, as they had no idea when they might have to move again. There was never any warning when it came to the attacks...

She heard the sounds die out downstairs and shook the thought out of her head. No, best not to worry until the time came. It would only make him upset and paranoid again...

He stepped into the loft proper, sweating and coated in some kind of fluid or another, but with a huge grin on his face. "It's nearly done." He said, almost gleefully.

"Good for you." She said, smiling genuinely. It was nice to see him in a good mood for once.

"Thanks for the raw materials, by the way. I would never have been able to get them otherwise." He paused at the fridge, his smile giving way to a chastising frown. "Not that I'm condoning you expending your power so fruitlessly like that. Ever again." He couldn't hold the face when she started to giggle at how ridiculous he was being, and turned away to hide his smile. "Seriously, I'm not going to let you do it anymore. You were down for almost a week this time!"

His rant was bitten off preemptively when a pair of slim arms wrapped around his waist from behind. "You're welcome, Tyr." She said softly, and, like always, he gave in.

"Just... Be a little more careful..." He said, shifting around and looking down at his sister. "I worry about you, Freya."

"I will. I promise..."

"Good." He said, grabbing a soda out of the fridge. "Now, if you'll excuse me, I have some iron-tech to finish."

He left down the stairs again, leaving her to her grimoires. Knowing him, it would be hours before he came back up for anything. She sighed again, slipping heavily into her chair. It was so much easier before all of this... Back before the powers...

Before their parents were lost...

* * *

"And you expect me to, what? Take her in? Love her?" 'Lucky' Jim Howlett, or Logan as he was now called, was less than impressed. "They clone me, tamper with my genes, and now you expect me to take responsibility for... _That?_ I Don't think so, bub." The man was practically growling as he stormed out of the room, managing, just barely, to do it in a way that was still somewhat threatening.

"Well, that went about as well as expected..." Jean Grey noted dryly, and Cap sighed.

"I didn't think he'd completely blow her off, though." He admitted, crossing his arms in frustration.

Jean nodded. "He's concerned, but he's more angry that his genes have been stolen from him." She frowned then, peering through the glass. "You do know that she's got at least two compartmentalized personalities in her head, right?"

Cap jerked like he'd been struck. "What?"

Jean smiled a little sadly. "I guess not... It looks like she's been implanted with a false personality, and there's another on in there... That doesn't seem to be harming her... But the first one is definitely malicious..." She paused. "I can get rid of it, if you want."

Cap thought for a moment. "Do it... Please." He turned to leave, but Jean's voice stopped him at the door.

"She's imprinted on someone, you know."

The remark made the all-American hero stop in his tracks. "What do you mean, imprinted?"

"It's a psychological phenomenon. Abused children will sometimes latch on to a single memory of comfort during periods of torment." Jean shook her head slowly. "The things that they did to this poor girl... She found refuge with one young woman, and viewed her as her mother... And whoever it is she was sent to kill dredged up those feelings..." She closed her eyes, and Cap watched a small shiver travel down her slender form. "It's done. The invading personality is gone, but you should know that she is still dangerous in her current state of mind..You'll need to get whoever this is to come talk to her if you want her to remain calm."

An image of a young woman flashed in Cap's mind, and he almost groaned out loud. It would have to be her, wouldn't it?

* * *

"Guh..." The room spun as he slowly woke up.

"Mac? Can you hear me?" The voice sounded fuzzy, distant almost. Mac shook his head, trying to clear the haze.

"Yeah... I'm okay. Just a little -urgh- woozy..."

Blond. It was the first thing he saw clearly in the room, and he held in a smile. Gwen's face materialized from the indistinct mist in the room, peering down at him with a look of concern. "Hey." He said groggily, and saw her relax slightly with a relieved smile.

"Hey yourself." She replied. "How do you feel?"

"Did I say woozy? I'm pretty sure I said woozy..."

Another smile, and a small laugh. "Smartass." She accused, hitting him gently on the shoulder.

"Guilty as charged." He smirked, and she laughed again. "So, how do I look?"

"See for yourself." She answered, holding up a hand mirror for him. Even though it was what he'd picked out, he was still shocked at his new face.

It was the scar that really made the difference, as he had expected it to. The rest of his face hadn't changed so much. A little widening of the jaw here, a slightly crooked nose there. But the long, angry scar that ran from just above his right eye to just below his left made him look completely different from Peter Parker. The blond hair and brown eyes shocked him a bit, as he'd been skeptical that the gene therapy would work, but it had. Even the slight goatee he'd been debating whether he should keep had lightened a bit.

He was no longer just a clone. Now, he was his own person.

It took a minute for the realization to sink in, but when it did, even he couldn't hold in the huge smile that broke out on his new face.

Yes, for the first time since the clone had stepped out of his tank, he felt truly free.

"Cool... You wanna go for some pizza?"

Gwen dropped the mirror on his face in shock. "What?"

"Hey, I've got a new face, and I'd like to show it to the world before you drop anything heavier than a mirror on it." He said, sitting up with a smug look. "So, pizza?"

The blush that flooded her cheeks made his stomach do a little flip. "Uh... Yeah, okay. Just... Uh... Let me go get changed..." She stammered, a look of confused panic flickering into her eyes for an instant before she fled the recovery room.

Mac sat there in silence for a few minutes after she was gone. _What was that about?_

* * *

Why do we run from him?

Gwen locked the door behind her, gritting her teeth against the sound of the voice. "Because I don't know what to do about him yet."

We should kill him if we do not know how to-

"No!" Gwen said forcefully. The creature had been speaking to her since well before they had stabilized it with the x-gene, but now that she was in control of it, it had been ever more incessant with it's questioning and reasoning. It was a bit like a child, inquisitive and curious, but ultimately misguided.

But he makes us feel uncopmfortable. We do not know how to react to this!

"I won't kill him! I won't kill anyone!"

Why?

"Because it's inhuman!" The voice fell silent for a long minute, and Gwen took the time to get herself calmed down. "I don't know how or why it is that you think that killing and hurting things is acceptable, but I don't agree with it."

We have killed before now...

Gwen wanted to cry when she heard the puzzlement in the creature's 'voice'. "You were scared. You were a new being in a world that you didn't understand..."

But we killed then. Why can't we kill now?

I told you-"

But we aren't human, are we?

Gwen sank to the floor, leaning up against the edge of her bed. "I... I just don't know anymore..."

* * *

A/N: Okay, sorry for the wait, guys. I've not been having a great year. A few interesting things in this chapter, and lots of setups for future plot, including a quick glimpse into my two OC's. Don't worry, though. I think they'll fit into the Ultimate universe quite well. Oh, and one more thing, for those of you who are up to date on the canon USM: Did I not call the whole Gwen clone returns to society thing like, seven months ago? Oh, yeah, that's right. I did. Yay me!

R&R, as usual, and untill next time, Stay Frosty. -E. Red


	9. Chapter 9

**Chapter 8: Self-Benefit**

Jessica suppressed the shiver that threatened to run down her spine as yet another wolf whistle sounded behind her. Mary Jane scowled at the offending jock, but kept her thoughts to herself. It had been an awkward day for all of them, Peter included. It had never occurred to him that he would ever have to stand up for his twins honour until that very day, and he had no idea how to react to the task.

Classes had been wierd as well. Jessica decided she didn't want to be the shy, nerdy twin sister of the class geek, much to the amusement of her brother's girlfriend. What she hadn't decided was exactly she wanted to be in place of said role yet, but that would come in time.

'Meeting' her old friends had been difficult, but they had, for the most part, accepted her. Liz had been a little condescending, but she knew that was how she acted when presented with someone new. Mutant-phobic and whatever. But she had been pleasant enough...

Flash had tried again at lunch, but his old 'partner in crime' stopped him. Kong got all flustered and blushed terribly when she thanked him for running the jerk off, and her gut gave an odd wobble when he brushed it off. "'S nuthin'..."

Mary Jane was her constant companion, and, perhaps most oddly, Peter stayed nearby, silently offering support for the whole day. His presence, bar none, was the thing that helped her through the day the most. He didn't speak much at all, but he was always there when she turned her head, a small smile barely visible on his face, and that made her feel... Safe.

But now, with the final bell gone, Peter would not be there.

He sighed heavily, shifting the backpack on his shoulder to a more comfortable position. "Are you sure yo-"

MJ cut him off with a kiss on the cheek. "We'll be fine, Pete. Got to work already."

He grinned goofily and nodded. "I'll, uh, be in late. If you know what I mean."

They did.

How they got roped into going to the mall with Liz Allen, Jessica had no idea. But ten minutes later she found herself stepping off the bus behind the blond and redhead, feeling a little wary about being out in the crowded street. MJ was holding her hand, and she couldn't bring herself to let go. The 'familliar' feeling of her hand was pretty much the only thing that was keeping her from leaving. Well, that and the prospect of building up her fledgling social life...

"-and you just found him?"

Jessica blinked. "Huh?"

Liz rolled her eyes. "Jeez, you really must be twins. You both space out whenever I talk." MJ giggled, and Jessica ducked her head, blushing.

"Yeah, well... I'm just glad to have a real family..." True enough words, without giving anything away.

They wandered the mall aimlessly for an hour, Liz chattering away for most of it. Jessica wasn't listening, though. The sounds of the crowded mall made it difficult for her to concentrate on anything but the feeling of Mary Jane's hand in hers, and the awkward attraction she still felt for her twins girlfriend.

It was far harder than she had expected, in the actual application, to pull away from the redhead, both emotionally and physically. She may have a degree of super strength, but it seemed, to her at least, that every time she tried to pull her hand away, there would be something, be it a laugh, or some new store, or something, and the shorter girl would give a slight squeeze, and the thought would be gone.

It was terribly embarrassing, but neither of her companions took notice of the pink tinge in her cheeks. Or, if they did, they said nothing.

Lucky her...

A muted buzzing made her stop in the middle of the food court, and for a second she thought it was her spider sense going off. "Your backpack is vibrating." Liz's voice made her shake her head.

"Wha?"

"Your phone. In your backpack. Vibrating." She replied, smirking. "At least I hope it's your phone."

"Liz!" Mary exclaimed, giggling as Jessica's face lit up like a crimson lantern. "You're horrible!"

Jessica pulled the phone out of her bag, ignoring them as they laughed at her. "Hello?"

_"Oh, good. I got the right number this time."_ Aunt May's voice came through the speaker, and Jessica smiled in relief. _"Did you know that this phone is only two numbers off of Tony Stark's private line?"_

"No way..."

_"Imagine how surprised I was."_ Her aunt laughed. _"Anyway, I just got home from work, and I thought I'd call and see where you were."_

"Sorry, Aunt May. I'm at the mall with Mary Jane and Liz- Err, she's this girl I met in school today." She added hastily, barely catching the slip into familliarity. "I'll be home in about an hour or so, is that alright?"

_"Of course, of course. I'm just glad you made a new friend on your first day."_

Heh... New...

_"Try and stay out of trouble, dear. I may be out of the house when you get home, though. I have a... Meeting to go to. I'll be home around nine."_

"All right, Aunt May." Her mind gave a sudden hiccup as the next few words died in her throat. _'I love you.' _"Bye."

_"Bye, dear..." _Click.

She felt like a lead weight had formed in her stomach. Her eyes glazed over slightly, and she found herself being guided out of the crowded mall and to a nearby bench. MJ disappeared to go get some tea or some such, and Liz was staring at her when she shook herself out of the fuzz. "Sorry..." She managed to whisper. "I'm ruining your afternoon..."

The blond nodded slightly. "Yeah, you are." Jess managed a weak giggle. "But really... Do you want to talk about it?"

"About what?"

Liz smiled knowingly. "About why talking to your Aunt makes you upset." Hazel eyes stared at Jessica as she fought to keep the shock on her face to a minimal level.

"I have to say... You don't really look like the type to be so observant, Liz..." The Parker girl remarked quietly, trying to relieve some of the tension in her head. "Peter told me a little about you, and the rest of the gang, before... Well.. You know..."

Liz, to her credit, didn't even blink. "Looks can be deceiving. Now spill."

"I..." It was hard, you understand. Hard to admit to herself, and harder to admit out loud. "I feel like... An intruder... Like I'm trying to-"

"Live your brother's life?"

Again, Jessica did a small double take. "How did...?" She almost rolled her eyes at the blonde's slightly smug expression. "It's just... Until a few days ago, neither of them even knew about me..." _True enough words..._ "And now... I'm right in the middle, and..."

"Oh, come here, you." She felt an arm go around her shoulders, and her back tensed involuntarily. "Now, I don't pretend to know anything about Petey. That's Mary's area of expertise. But I think once the newness fades away, you'll be just fine. He's a really nice guy, once you get past the geeky stuff. I think you're lucky to be his sister."

_You don't know the half of it..._ "Thanks, Liz..." She whispered.

That's when she felt it. It was different from how Peter felt it. It had longer range, and was much more... Insistent. But it was unmistakable.

Her spider-sense went off.

Immediately, her head snapped around, staring down the street. Time seemed to stretch as she watched an armoured car turn around a corner, it's driver laughing to his partner as he finished his BLT bagel. She saw the shadowy figure step out of the alley, fists gleaming white as they built up an electrical charge. And she recognised it.

Time resumed it's normal speed with a blast of thunder, and the street erupted into panicked screams. Jessica stood up and was immediately washed away in the crowd of rushing bodies.

_Perfect..._

"Everybody down on the goddamn ground! I get my money in the next three seconds, and nobody has to get hurt!" Apparently, Herman wasn't able to get the right material for his 'costume' this time. Instead of the blue-purple he had worn so many times before, he appeared to be wearing a thick, brown leather coat over a rich yellow shirt and black jeans, with heavy, black combat boots. His eyepiece was in place, but he wore a brown half-mask over his mouth and nose, and his 'shocker gauntlets' disappeared into his thick sleeves.

All in all, Jessica thought the look was much more appealing than the track suit had been. Unfortunately for Herman, AKA 'Shocker', she wouldn't be swayed by a new wardrobe choice.

"All of it! Two full bags!" The brown and yellow villain shouted, blasting a nearby fire hydrant. "Or it's you who gets the next shot!" The injured truck drivers struggled to comply, disoriented by the vibro-blasts that had blown the hole in the side of their truck. "Hurry it up! I don't got all day to-"

Herman had been gesturing threateningly at them, which is why he saw the webs catch his hands. "Oh, God...! Not-"

"Torso, meet feet. Feet, torso." Shocker made a satisfying "Oomph!" as he soared across the street, scattering the crowd like bowling pins. The dark figure that launched him landed gracefully atop the overturned armoured car, stretched out in a low crouch, looking completely at ease as the wind ruffled her long brown hair. Her costume shimmered like satin, shifting in the light from a deep blood red to black, making the stylized white spider on her chest and the white eye marks on her mask stand out all the more.

"Somebody call for a super hero?" She asked jokingly, standing up.

"Who the hell are you?" Someone asked out of the crowd. Totally ruining the moment.

"I... Uhh.. Spider-Woman?"

A stab of something akin to the buzz of a barber's clippers lanced through the base of her skull, and she jerked to one side as the vibroblast passed through the spot she had been occupying an instant before. "WHAT IS IT WITH YOU SPIDER PEOPLE!?!" Shocker screamed, firing blindly in her direction as she twisted and flipped away.

"Hey! Watch where you're aiming, Sparky!" Spider-Woman shouted, webs spraying from the tips of her fingers to catch the falling debris from the stray shots. It never ceased to amaze her how the crowds always seemed to be running away, but never seemed to thin out.

"Watch out?! Watch this, freak!" The shining metal gauntlet swung towards the guards, who were only now getting to their feet. She reacted without thinking, webs flying out and slinging her body towards the men. A hammerblow caught her back and she was blasted into the two men, knocking them back to the ground.

Pain blotted out the world for a moment. Even more so than the last time she'd been hit by them. Of course, that was when she'd been Spider-_Man_, but it still shouldn't have hurt this much...

_"Our projections show that, due to your altered genome, some of your spider-powers may be... More or less effective. We have a gauntlet of tests to run when the medics let you get out of bed..."_

"Great... Of all the times to remember the Zoo..." She mumbled, fighting the involuntary muscle twitches that always accompanied the vibroblasts.

"I'm actually gonna get away with this one!" Herman's voice rang out over the screaming crowd. Spider-Woman's vision blurred as she looked up, struggling to get to her feet. An indistinct brown-yellow blur was... Walking away?

"Hey!" She coughed, fighting her trembling muscles to stand. "I'm not done with you, Zapper! Come back and-"

"Yeah, but I'm done with you." His hand flashed incandescent, and there was a loud boom. Something large and black flipped up off the ground, flying through the air...

Oh.

Her body moved before the pain could register. The armoured car landed with a huge crunch, and her knees buckled under the weight. "Great... Strength... Ugh... Too..." The guards stared up at her, dumbstruck. "Well... No, ugh... Rush, you guys... Take your time.."

They scrambled for a minute before getting clear, and with a herculean heave, she dropped the massive chunk of steel to one side, collapsing up against it, her chest heaving as she tried to catch her breath.

"Umm, excuse me?" A voice. A familiar voice. _Oh, God..._

-----

He really didn't know why he was worried. She was basically him, but a girl, right?

Peter shook his head. "She'll be fine."

"PARKER!" The named webmaster (Oh, the irony!) flinched at the volume of his boss' voice. "WHERE THE HELL ARE YOU, BOY?!"

"At my desk, Mr. Jameson..."

"Ah! There you are! Why are you still here?" The older man frowned, chewing on the end of his unlit cigar. "I thought I told you to take more pictures!"

"Sir?"

"Never mind. I need you to get out of here for a few hours, kid." He gestured over his shoulder at a number of pallets being hauled out of the elevator. "Got a bunch of new equipment comin' in. So go get me some more superhero photos."

Peter frowned at the unusually composed tone in Jameson's voice, but shrugged it off. "Sure, Mr. Jameson."

"You're still here? Beat it!"

And so he found himself out on the street. With nothing to do but... He sighed and ducked into a back alley, stuffing his street clothes into his backpack as he ran up the wall, and was airborne within minutes, swinging high above traffic. A handful of petty robberies and one case of domestic violence, and roughly two hours later, and he was ready to start heading home.

Which, of course, meant that something had to go wrong.

The explosion made him jerk in midair, and he missed the building he snapped his next line to, tumbling into the alleyway nearby. He caught the corner of the building with his fingertips, steadying himself just in time to see a large armoured car flipping through the air. He was about to jump in, but a flash of red-black made him stop.

"Oh... Well now..."

In less than a minute, he was down the side of the building and dressed back in his civilian clothes, walking towards the center of the commotion. He cleared his throat slightly before speaking. "Umm, excuse me?" Her head jerked towards him, and he fought a smile as she tensed up immediately. "Uhh... Peter Parker, Daily Bugle. Could I... Get a picture?"

His twin stared at him like he'd grown an extra head. He could only guess at what was running though her mind, but after a moment's hesitation, she nodded. "Sure, kid."

He rolled his eyes, and could almost feel her smiling under her mask. Which was a nice change from the depressed, nervous wreck she had been for the past two days.

"Oh, wait. Hold that thought for three seconds." She barely got the sentence out before bounding away, landing atop the small pile of rubble she'd secured above the street and digging into it. She reappeared a second later, leaping back on top of the wrecked armoured car and planting the base of a metal pole onto it.

The pole had the stars and stripes flying from it.

Peter's eyebrow twitched as his twin posed with the flag. "I've always wanted to get this shot." She said lazily, and he could see the thick material of her mask twitching.

_Yeah, but you always needed someone else to take it, and didn't think MJ could get a good enough shot, right?_ He bit back the thought and sighed. "I'll bet you did... Hold still..."

CLICK.

And thus, New York's latest super hero was born.

-----

"So you're saying that she's a female clone of Wolverine? And that she has none of his memories, because they're bottled up in what amounts to a voice in her head? And that she's imprinted on Jessica in place of her dead mother, who is the only comforting influence she's had in her short life? And that you're going to try and pawn her off on Aunt May to try and help her adapt to life outside of captivity?"

Tony Stark nodded. "In a nutshell? Yes. That's a very accurate summary."

"I'm sorry, but I don't think this'll fly." Gwen stated, shaking her head. "You're already trying to get me to go to her, and she may let that one slide, but _this_?"

Mac nodded in agreement. The pair had been blindsided on their way back from dinner by a messenger from Stark Tower, but the message had been deliberately vague.

Three guesses why.

"Look, I know it's a bit much, but after looking into it, it's the best choice we've got." Stark sighed. "The psychs say it'll be more harm than good if we try to do this ourselves, and Wolverine wants nothing to do with her, so we can't send her to Xavier. Added to the fact that May Parker's childcare skills have provided our country with not only a gifted mind, but a great hero, and you see why this is the only way."

There were other ways. Mac knew it, and he knew Gwen at least suspected it. But, if it was okay with Aunt May...

"Fine, whatever. How is this going to happen, then?"

The multi-billionaire glanced over his shoulder, at something across the lobby. "Funny you should mention that..." He muttered as he stepped around the teen. "Hello again, Mrs. Parker. I trust there were no troubles in getting here?"

"I should say not, Mr. Stark. You certainly make it hard for a person to miss the place."

One little voice made both clones freeze in their tracks. A voice they had not prepared to hear. They stood very still, ready to bolt on a moment's notice if they were spotted, identical thoughts shooting through their heads. _Oh, God, no..._

"It's just a slight compensation within the construction plans, ma'am. Flaws in the groundwork, you see. I need the weight to keep the building from shifting in the breeze."

May chuckled. "I'm sure."

"Anyway, I hope this isn't too much of a bother to you, coming in on such short notice. I know you have a family to take care of." Stark's voice was oozing with suppressed irony, and they didn't need to turn around to see the smirk on his face.

"Well, by the sounds of what we talked about on the phone, I could hardly refuse..."

"Indeed. A little piece of serendipity, that call was." Tony looked towards the rear of the lobby, catching the two blond heads that were slowly inching towards the elevators. "Follow me, and we'll take care of it."

The pair were about to take off in full retreat when the voice of Iron Man stopped them again in their tracks. "Freeze, you two. Like it or not, this has to happen some time, so it might as well happen now."

A glance was shared, and a tiny nod, before both cloned teens turned around to a stunned gasp.

"Gwen?"

-----

The loft was in ruins. Chunks of wall and furniture were strewn all over the floor. Massive holes were punched through the floor to the garage, and the cabinets were caved in. Small fires flickered in a few places, where others were scorched black. The only other lights in the room came from a long, thick sword, sparking incandescent with power, and a set of ghostly purple runes, encircling the two figures who stood in the midst of the wreckage.

"Two weeks..." The larger of the two panted, slowly sheathing the sword as he stood up to his full height. "That's the shortest time yet..."

"I think it's time, brother..." The smaller said softly, ghostly purple flames flickering from her eyes as she slowly floated to the ground next to her brother.

"I know... I wish we didn't need to, but if this is the only way... So be it." He removed his helmet, grey eyes catching what little light was left in the room and shining brightly as the steel piece left his head. "Pack up the safe. Seal whatever you can salvage from this mess and we'll leave tonight."

She didn't answer. It was impossible to change his mind when he got like this. He watched her go, following her movement down the stairs as she went to gather their safe box downstairs. It would take her a good fifteen minutes to finish the runes and seal all the supplies away. But only when she was gone did he slump to the floor against the ruined counter. Only when she couldn't see did he let the tears come.

"We miss you... Mom... Dad..." He whispered to nobody in particular. "I'll keep her safe... I'll see you before she does... I promised..."

Rain. Ironic how it always rains after the fact. The first light drops pattered against the floor through the shattered window as he collected himself and stood up. He dropped through one of the larger holes in the floor, landing softly in the garage below, far softer than the bulky armour that adorned half his body might have suggested.

His sister looked up at him, closing the last flap on her handbag and tying it off. "Where will we find it, though?" She asked quietly, standing.

"I don't know. But I know where to start." He replied, reaching his armoured left hand out to tear the garage door off it's rails.

"We're going to New York."

-----

A/N: Hey gang. Sorry for the long wait. Little access to the net right now. Gotta keep this short. Hope you like it. R&R, as usual, and as always, Stay Frosty. -E. Red


	10. Chapter 10

**Chapter 9: Self-Belief**

"Of course you can come home..." Aunt May was crying tears of joy. Gwen had been a part of the family for only a short while, but she _was_ a part of the family, and May loved her like her own. Something she felt Tony Stark was taking full advantage of, but she chose not to comment.

Gwen herself was speechless. In all the time since she had been 'restored', she hadn't hardly touched anyone. And now... She let herself feel safe. She let herself feel happy. And she let herself cry.

"Well, Mrs. Parker, I'm very glad to hear that." Tony said with a smile.

"I'm sure you are..." She muttered, and Gwen gave a small giggle in her arms.

"Quite..." The billionaire remarked, hardly showing the flinch.

"And what about you?" May asked, turning towards Mac, who stood off to one side, awkwardly scratching his head. "Will you come home too?"

For an instant, his eyes lit up with something. Some hope, some joy. But he swallowed it instantly. "No, Ma'am. I... Have other plans."

She studied him for a moment before nodding. "Alright. I suppose you need to find out just who you can be." The comment sent a jolt up his spine, but he said nothing. "You're welcome at the house whenever you wish."

"Thanks... Aunt May..."

Tony smiled. "Perfect. I'll have the paperwork and cover story drawn up right away, and you can be out of here within the hour."

"Fine."

Gwen shifted a little uncomfortably, untangling herself from the older woman's arms. "I'm gonna go.. Pack..."

May looked at her closely for a moment before nodding and watching her go, Mac close on her heels.

"There is one other thing, May..." Tony held out a folder. "I think you should see her..."

* * *

"Oh, yeah. You're hilarious."

She looked away to hide her grin, as well as the small blush from the teasing. "Well, you know, I learned from the best..."

Peter stormed off in mock anger, and MJ burst out into a fit of giggles. "Don't mind him. He's just-"

"Jealous, I know." Jessica admitted, sipping on her coffee as she pulled out her school books. Most of the teachers had work packages for her to make up for the time she'd 'missed'. "I really shouldn't use my knowledge of his innermost thoughts against him like that..."

Mary scoffed. "Puhlease. It's what sisters do. You remember Sarah and Connor, right?"

Jess forced a smile at the shared memory of the twins that had lived down the street when Peter was younger. "I guess you're right... I just don't wanna, I dunno, push too hard. Not this early in the game, you know?"

"Oh, hush. He'll be fine. You push as hard as you need to, girl." The redhead waved her off. "You need to be you, and that is all we need to say about that."

Jessica blinked, processing the thought for a few moments. "Yeah..."

"There's that indomitable Parker spirit! Now, let's get this homework done so we can relax!"

"...Indomitable?"

"Word-a-day calender. Bite me."

They both laughed as their homework was spread before them.

* * *

"You know, someone seeing this from the outside might consider it comical." May said, staring through the window into the room before her. "The great Tony Stark, pawning off not one, but three young girls to an elderly widow."

"Please." The billionaire scoffed. "I'm hardly pawning, and you're certainly not 'elderly'. But you can certainly see where your... Particular skill set is suited for the task..."

May rolled her eyes. "Your flattery is appreciated, Mr. Stark. And I suppose you have a point, flimsy though it be. But where do you expect me to put her? Even Gwen is stretching our house a little thin as it is, and now you want me to take this... What did you say her name was?"

The man frowned, turning back to the window. "I didn't say. She hasn't woken up yet, so we have no information from her. And the dogtags she wears belong to... Someone else." He watched as one of the orderlies adjusted some of the monitoring equipment. "As for your housing problem... Well... I have an odd proposition for you."

The Parker matriarch raised a thin eyebrow at him. "Proposition, you say...?"

Tony smirked. "A poor choice of words, perhaps. But it can wait for a later time. For now, I just need to know your decision on this matter."

"Well..." She bit her bottom lip, considering the question in silence for a moment. "It'll be a tight fit...But I suppose I can manage one more."

"May, I must admit, you're fast becoming one of my favorite people ever. I don't intend to leave you high and dry on this. I'm going to get a support package ready for you, and if need be we can even discuss a change of venue." Stark smiled as they turned away from the observation window. "I'd like for you to be here when she does wake up, and we'll need Jessica as well. I'll send someone for you when the time comes."

"Well, you certainly know how to charm a lady's agreement out of her, Mr. Stark."

He chuckled. "I suppose you're right. I do have a reputation to uphold, after all." He paused to glance at his phone, which bleeped quietly. "Well, looks like my next appointment has been cancelled. I don't suppose you have a half hour to spare for dinner?"

May smirked at him. "I'm a little old for you, Mr. Stark."

"Only in body, dear madam. Consider this... A business dinner." He replied, punching the call button on the elevator. "And please, Mr. Stark was my father. Call me Tony."

* * *

"Dinner. With Tony Stark."

"Well, what was I supposed to do, say no?" Aunt May said calmly, sipping on her tea.

"Well... Yes." Jessica sighed, turning yet another page in her make-up assignments as she listened to Peter argue with their Aunt. Mary Jane had gone home an hour earlier, and the three of them were picking at some leftover pizza at the dinner table while she worked. "As much of an improvement over Nick Fury as the man is, I don't like getting you involved in... _That_ world."

She raised an eyebrow at him, and he rolled his eyes in frustration. "You know what I mean!"

"I might. However, the last time I checked, _you_ were not in charge of _my_ life, young man. Don't think I've forgotten about that stern lecture you never got."

Peter leaned back in his chair, rubbing his temples. Jessica smirked behind her textbook, knowing that he wasn't nearly as angry as he was pretending to be. "So, what happened at dinner, Aunt May?" She asked.

"Well, I'm glad you asked, dear. He offered me a job."

There was a loud crash as Peter's chair tipped past it's balancing point, dumping her twin onto the floor. "Really? What kind of job?"

Her Aunt winked cheekily at her. "Oh, you'll find out when it's time. Sufficed to say, our money troubles are over."

"I guess working for a billionaire would do that for you."

"...Are either of you going to check if I'm okay?" Peter's voice drifted up from under the table.

"No."

A knock on the door interrupted the trio's banter. May's lips twitched slightly as the twins both looked towards the front door. "Would one of you like to get that, please?"

The twins shared a glance, but shrugged it off. Peter went to open the door, and seconds later it was slammed again. He came back into the kitchen, some of the color missing from his face, and stared at the smug look on his aunt's face.

"Is that really...? Is she...?"

"Back to normal? Not entirely. But she is home, and probably starting to get cold. Now go let her in, Peter. You're being rude."

He was gone in a second, and a second later there was a loud squeal, and laughter from the front door.

Very familiar laughter. Jessica smiled to herself. "You didn't tell him about her, did you?"

To her credit, Aunt May looked a little abashed. "Not really, no. But how did you know?"

"I spent almost a week in SHIELD custody. Word spreads, even in a top-secret government facility. And, you know, the whole 'clone project' thing..." Her expression fell as memories of her time at the Zoo came back into her mind.

"Ah." A hand closed around hers, and she smiled at the gesture. Aunt May left her alone in the kitchen and went to greet Gwen, which she was silently thankful for. Peter (and, by extension, herself) had some unrequited feelings for the blond girl, and she didn't have the excuse she had with MJ to contain those feelings.

And that scared her a little.

She sighed again, closing her book and scribbling a short note before leaving out the back door. She needed to be alone for a while.

She needed to think...

* * *

The door to the small apartment creaked, and the paint was faded and chipping in places, but the larger sibling didn't care. His attention was wholly occupied by his sister, asleep in his arms. He smiled as he set her down on the old, beat up couch, gently draping his long coat over her. She never did well on airplanes, which was somewhat ironic considering her love of flying.

Though flying under your own power was a bit of a different issue...

He, on the other hand, loved travelling. He always got too worked up to sleep, adrenaline keeping him going far longer than it should whenever they moved.

He went about unpacking their things from the two small suitcases they'd brought, as most of their possessions were sealed into his sister's book. His laptop was the first thing to come out, and he immediately set to work getting their new identities put together.

This was how it had been, since their parents had died. Running scared, setting up new wards and starting new lives. Their chosen names, Tyr and Freya, were the only things that survived the transfers. Names they'd chosen mostly for their power, those of the Norse gods of single combat and war, respectively. They'd long ago abandoned the names their parents had gifted them with, fear of being discovered tearing one of the last pieces of their family from them.

He shook his head, pushing the thoughts aside as he focused his efforts on his work. There would be time to worry about all that later...

A noise from the couch made him stop mid-keystroke, and he when he turned, his heart stopped in his chest. His sister was hovering a foot above the fabric, sweat beading on her forehead as she whimpered in pain. He bit down tightly on one of his fingers, knowing that he could do nothing to help her. The last time this had happened, he'd touched her in an attempt to help, and had been knocked out for the better part of a month as a reward.

She, and only she, could fight off the demons. He was worse than useless, and it made him sick to his stomach. He closed his laptop in disgust and settled into a chair across the room. All he could do now was sit there and watch...

* * *

The first thing she noticed was the scent of the room. It was sterile, but it smelled... Different. Not at all like her cell...

Her vision blurred slightly as she opened her eyes, the morning light streaming in through the window momentarily blinding her. She wasn't where she was supposed to be, that much she knew. Which meant that she would be punished...

That was when she felt it. The absence in her mind. And she almost screamed.

Moniters around her erupted into a symphony of beeps as she scrambled off of the bed, trying desperately to get her breathing under control. _What is wrong with me? Why can't I hear it?_

A door in the wall slid open, and she jumped for it without thinking, knocking over the pair of lab coats who tried to rush in. She ran, scared and confused, through a building she'd never seen before, dodging through unoccupied rooms and around startled workers.

She had to escape. If they knew that she hadbeen caught, she would be severely punished, and-

A searing blast of heat lanced through her shoulder, and she screamed in agony as she lost her footing and slammed into a wall. Her left arm hung uselessly at her side as she struggled to stand again.

"Freeze, kid! Don't make me shoot you again!"

The gun barrel in her face made something snap inside, and she felt all six claws slide into place in an instant. The gun was in pieces on the ground the next instant, it's wielder unconscious next to it, and she was back on the run.

It took them ten minutes to corral her into a corner, twenty armed security personnel keeping her from moving. Her shoulder had healed, but she had no idea if she could heal from the potential damage she was facing then.

It was then that she heard it. Three sets of feet, moving closer. And one familiar scent...

"Stand down, boys. We'll take it from here." She tensed up as the man's voice carried to her ears, but when the crowd parted, she saw...

* * *

Jessica rubbed her eyes again, yawning as the elevator slowed. Having returned in the dead of night, she'd spent a sleepless night listening to Gwen in the spare bedroom, only to be woken up to the sound of a hummvee pulling up in front of the house.

She'd fallen asleep on the way to Stark tower, a trip which took far less time than it should have, and was leaning slightly against her Aunt, trying to wake up without any coffee. Stark was chatting animatedly with the elder Parker, but his words weren't registering to Jessica's sleep-deprived brain.

Until she heard the sounds of charging energy weapons. That pretty much woke her up.

"Stand down, boys. We'll take it from here." The twenty-odd security guards stepped away.

There she was. The would-be assassin from the week before. And now, standing up in the light, she could see exactly why she had drawn the connection to Wolverine.

She looked young, barely a teenager by appearance, but that wasn't a reliable indicator. The Zoo had a way of getting around visible indicators, after all. Wild black hair hung down to her waist, falling in front of delicate features and steely blue eyes. A tiny glimmer of metal hung around her neck. She was short, very slim and athletic. Toned muscles poked out from under the hospital gown she wore, tapering into almost delicate hands and feet.

Almost, except for the foot-long blades attached to them.

Two in each hand and, surprisingly, one in each foot. Bright red blood dripped from each claw, and Jessica could actually see the cuts on her knuckles trying to heal. But her eyes locked with the girl's, and something inside her shivered at the cold, lost look she saw.

Cautiously, she stepped forward, and the girl tensed, her muscles visibly twitched. Jessica raised her hands slowly. "Hey... I remember you..." _Great... I sound like a total flake..._ "I'm not here to hurt you, okay? I just want to talk..."

Slow cautious steps brought her closer, inch by inch. The girl shrank back into her corner, shiverring. Jessica was shocked when she saw the girl's claws cut into the flesh of her own arms, fresh blood seeping out from under them.

One more step, and she was there. She knelt down, extending a hand to the shaking young clone. Up close, the emotions in her eyes were incredibly evident. Fear. Confusion. Loneliness. But, as she forced a calming smile, there was a flicker of something else, something deep, and warm in the endless cold. "Come on... Let's get you cleaned up..."

The girl stared at her hand like it was poison. "I'm not going to hurt you... I promise." Another flicker sparked in her eyes, and her claws slowly retreated into her arms, the normal metal scraping sound suspiciously absent. Slowly, painfully, she reached up and grasped the offered hand, but she wobbled slightly as Jessica helped her up, collapsing against the larger girl. "I got you..."

Jessica half carried the girl back to her hospital bed, but as she laid back down, her grip tightened around Jessica's fingers. "Don't... Go..." She whispered.

"I won't." Jess replied, sitting on the bed next to her. "I'm staying right here."

There was quiet for a while. The younger clone kept stealing glances up at the older, but would look away whenever she got caught. "So... My name is Jessica. What's yours?" The girl gave a small tremble, but said nothing. "They didn't give you a name?" She shook her head slightly, squeezing her hand again. "Bastards... They have the audacity to clone us, and don't even do us the courtesy of treating us like people... Well, you need a name..."

The girl twitched like she'd been shocked and stared at her like she'd grown an extra head. One of her claws slid slightly out of her empty hand, digging into her thigh. "Hey!" Jessica exclaimed, grabbing the offending hand to pull it away. Before she knew what had happened, she was on the floor, pinned down under the younger clone's knee. Two shining claws hovered an inch above her eyes, blood dripping onto her face from the fresh wounds.

The door hissed open, and several pairs of boot-clad feet stormed in, and the familiar whine of energy weapons filled the air. "No!" The guards faltered, staring down at her. "I can handle this. Leave us alone." They hesitated only for a moment before complying.

The young Wolverine clone retreated back into a corner, curling up into the fetal position and rocking back and forth. Jessica sat up and watched her from across the room. Clearly, the 'Zookeepers' had stopped being 'nice' to their experiments after she had escaped. This girl was clearly traumatized and suffering for it.

"Please... I'm sorry if I startled you. " She stood and returned to the bed, trying not to picture the horrors that might have made the younger clone like this. "I don't want you to hurt yourself, I was only trying to help..." Silence. "I just want to talk. Nobody here is going to hurt you. And we won't let anyone else, either. I promise you, we won't send you back there if you don't want to go..."

Silence. She wasn't a talker, that much was clear. But she was responding, however slowly. It took her almost five minutes to stand up and come back to the bed, but rather than sit down, she stood in front of Jessica, fidgeting.

She didn't know why she did it. It just... Seemed like the right thing to to. But slowly, gently, she reached out and wrapped her arms around the smaller clone, pulling her into a gentle hug. And, after a shocked second, she felt the girl's arms on her back, and hot tears on her shoulder.

"L... Laura..."

Jessica blinked. Even right next to her ear, she almost didn't hear her. "What?"

"M-my... Name... L-Laura..."

Jessica smiled, her first real smile all morning. "It's nice to meet you, Laura..."

And it was.

* * *

A/N: Now, I already have one more hero that is going to get my Ultimate-izing treatment, but there still room for one more. So I ask you, my faithful readers, for ideas. Give me a hero to add. Someone interesting, please. It can be anyone from any Marvel continuity, keeping in mind that they may not be exactly as portrayed in my version of the story. Oh, and while this is not a vote, more requested characters will get more consideration. Enjoy. This point was hard to get to. R&R, and, like usual, Stay Frosty. -E. Red


	11. Chapter 11

**Chapter 10: Self-Betterment**

A week passed in a blur. Jessica spent her off-hours at Stark Tower, for the dual purpose of avoiding Gwen and aiding Laura in adjusting to life outside the labs. The younger girl very quickly became used to her presence, and once she let go of some of her fears, she was actually a very sweet kid. She didn't say much, probably due to her 'handlers' prior treatment of her. But she was very... "Touchy-feely". She guessed that gentle touching was sorely lacking in the girl's short life, which led to them spending a lot of time cuddled up in a cushy armchair together.

She was pretty smart, as well. The doctors testing her determined that she was well above the academic standard for someone her 'age', and they included a complete set of school records in her file, which would put her in Jessica's classes once she was released. Convenient, she mused to herself.

Most of their interactions were quiet talks, most of it Jessica's. Laura was quite content to sit comfortably, curled up in her lap and listening to her talk about anything at all. Which was therapeutic for both of them, after all was said and done.

Jessica had caught her cutting herself a handful of times, but it was getting easier to convince her to stop. Some of the lab techs thought that the pain may be her release mechanism for dealing with unfamilliar situations. Either way, she didn't have to like it...

Avoiding Gwen was becoming a hassle in and of itself. She knew she was being at least a bit silly, if not downright cowardly, but the thought of facing the unattached object of no small number of feelings terrified her.

She'd tried. By God, had she tried...

But they had bumped into each other the morning after she'd moved back in, on her way to the bathroom, and things had gone downhill from there...

To say she was astonished by what had appeared in the bathroom doorway would be drastically understating the situation. Gewn had clearly just stepped out of the shower, and her wet hair clung to her skin as she stood dripping in the doorway.

That wasn't really the problem, though. It was the fact that she was only wearing one loose towel that made her face go red and her pulse race.

Clearly, Peter's libido hadn't been diminished by the cloning process.

If anything, it had been strengthened.

...

Lucky her.

They'd exchanged a few customary plesantries, and Gwen had welcomed her into the family with a hug, one that left Jessica standing in the hallway as heat flashed through unfamilliar parts of her body.

Since then, she'd avoided the blonde girl as much as she could. The last thing she needed was another problem to worry about, especially when she was still at least partially unused to her new body.

She had no illusions about it, of course. The Zoo had provided her with time to... Explore her new body. And they'd given her a detachable showerhead...

Enough said...

School made it rather difficult to avoid her, but at least the whirlwind of her return took the general focus off of the 'new girl'. Things levelled out, and she was almost startled when she realised that she was starting to feel normal again.

For the most part, anyway...

* * *

"-rty, Jess?"

Jessica blinked, looking up from the ground. The blonde had shown up to walk with them that morning, prompting Peter to make a sly comment about being surrounded by beautiful women all the time, but she hadn't been paying attention to her friend as they walked. "Huh?"

Liz rolled her eyes and poked Peter in the shoulder. "You've corrupted her, Petey. She was probably a great listener before she met you." She accused, and her brother simply shrugged, smirking. "I asked if you were coming to the party, Jess. Tomorrow night, my place."

Jessica bit her lip, trying not to frown. Laura was being released the next day, and she had promised to help the girl get settled in. "I don't know..."

"Oh, come on! Lighten up, girl! You've hardly even tried to be social ever since you got here..."

"Liz!" Mary exclaimed, indignant for her new friend.

"What? It's an accurate and valid observation."

"Oh, leave her alone, Liz." Gwen said, rolling her eyes at their antics. "She'll open up when she's ready." Everyone else missed the implied double meaning, but Jessica saw the pointed glance in her direction.

Oh, good. Always nice to get a fresh dose of guilt in the morning.

The chatted quietly as they settled into homeroom, and listened, bored, as their teacher started her daily routine. Another teacher came in and started talking about a student TV network, but Jessica tuned her out, instead listening to the scratching of Peter and MJ's pens as they had another of their little private talks.

Talks she wouldn't get any more.

She shook her head. _Not today..._

The school principal stepped into the room, and they all fell silent and straightened up a bit. Apparently, they were getting _another_ new student. "It seems there's no shortage of people who want to come to school here. She's kind of well-known and she's joining our school. I'm sure that her addition will spark some discussion, though there has already been plenty of _that_ already this month." He glanced at Gwen and Jessica before continuing. "Nonetheless, she's assured me that she's up for that and also to answer any of you who have questions or concerns." He motioned through the door, and both Parkers dropped their pens as the _new _new girl stepped into the room.

"Class... Welcome Kitty Pryde to Midtown High School."

* * *

Mac growled as the clock ticked again. He'd been finished the stupid GED test for ten minutes, but apparently Tony Stark felt that it would be beneficial for him to sit there for the full allotted time.

He was almost ready to bust down the door.

Finally, after the full time had passed, he was allowed to leave. And he honestly had no idea what to do. He had a load of free time, and nothing to fill it with. Not being in school and not having a job, he was left with... Well... A load of free time.

Wandering around Stark Tower proved to be an interesting way to kill time. Stark had given him almost complete access to most of the building, and some of the projects were absolutely fascinating. The man had projects going on in virtually any field imaginable: Sanitation. Nuclear technology. Computer hardware. Robotics. And the expected weaponry and aeronautics. The lab techs were, for the most part, very friendly. Most of them were happy to describe their work, a few even letting him test them out.

But even wandering the labs bored him after a while. His hands were starting to itch, and that usually meant that he needed to find something new to occupy his time. So he went looking for his soon-to-be 'boss'. He didn't have to look far, the man was usually in his office for a few hours before lunch.

"Morning, Miss Potts." He greeted the slim redheaded secretary, who glanced up from her computer.

"Good morning, Mr. Parker. Go right in, he's not busy right now." He straightened up a little at the greeting, a small smile forming as he walked past.

He didn't see her hide her own.

Tony wasn't busy. Not by his standards anyway. He was leaning back in his chair, poking at a projected holographic computer screen and talking with some executive on a headset. Mac sat in the chair across from him, not surprised when the multi-billionaire didn't even acknowledge his presence, wrapping up his conversation after a few minutes and sitting up with a sigh.

"They only love you for your money, Mac." He joked, tossing the headset off to one side. "So, what can I do for you?"

"Give me something to do."

He blinked. "What?"

Mac rolled his eyes. "Look, now that Gwen is gone back home, there's nothing around here for me to do. So, I'll say it again. Give me something to do."

"Why don't you go see a movie? Play some video games? Try and be a normal teen for a while?"

"No job. No money. Give me something to do." He repeated.

Tony laughed. "Oh, is that all that's stopping you?" He reached into his desk and pulled out a folder, flicking it across the desk and into Mac's lap. "Here. This is your half of your care package. Don't spend it all in one place."

"My half?" He asked, leafing through the files. There it was. Everything he needed to be a person again.

"There's more, but you'll get it when you're older."

Mac rolled his eyes, trying not to smile. He stood up, tucking the folder under his arm. "Thanks, boss." He quipped, and left to a light chuckle behind him.

Time to hit the mall.

* * *

"Wait... You never broke up with her?" Jessica stared at her brother, and he looked away, embarrassed. "You're an idiot."

"Amen." MJ agreed. Gwen didn't say anything, but she was nodding her agreement. The four of them stared up the bleachers at the lone girl, recovering from the third degree interrogation she'd gotten from the class.

"Well... I was going to... I mean..." They were all staring pointedly at him, and he sighed. "Yeah... I'm going..."

The three watched him go, a wide range ofthoughts and emotions playing on their faces. And when he sat down next to her, Mary let out a depressed sigh.

"My boyfriend is a huge jerk..." She said calmly, and the trio turned away, walking back towards the school.

"Yeah, well... Everyone has their moments..." Gwen commented, smirking just a little.

MJ smirked right back. "Speaking of moments..." She grabbed both of them by the arm and hauled them into the nearby student's lounge, turning them around and plopping them both into a couch. "I've been watching you two, and I think you need to talk about this." Jessica felt her heart freeze in her chest, and the blood drain from her face. "Now, I'm going to stand in front of the door, and I'm not letting you two out until you talk. So there."

And with that, she left, and closed the door behind her.

And when Gwen turned and looked her in the face, Jessica felt the fear rising in her throat.

"So... Uh..." Cool amber eyes blinked uneasily at her. "I, umm... I guess I'll go first... I've kinda noticed that you... Don't really like me..."

It was like getting ice water thrown in her face. "What?"

"I don't know... You don't talk to me, and-"

"Of course I like you." The words came without the thoughts. Gwen's expression became confused. "I-I''m just scared..."

"Scared?"

"I... I th-think... I still like..." She was looking away now, staring at the tile floor, her voice barely a whisper. "Girls..." Admitting it out loud was the hardest thing she had yet done in her short life.

"What, is that all?" Her head snapped up, and she was shocked at the slightly condescending smile on the blond's face. "I'm not terribly surprised. Put a boy's brain in a girl's body, and..." The lights suddenly went on upstairs, and she blushed terribly. "Oh, wow..."

Jessica was now looking at her feet. "He always liked you... But it was never like what he had with MJ... And I can't have her..."

"So... I'm the consolation prize?" Gwen asked, and almost laughed at the horrified look she recieved.

"No! I didn't mean-"

Gwen hugged her before she could finish. "Only teasing, girl. Honestly, I'm rather flattered. I'm the one you 'came out' to, so to speak..." She pulled back just a bit and wiped a tear that had escaped down Jess' cheek. "This whole clone thing really screwed us all up, didn't it? All four of us..."

_Four? Me, Peter, Her, and..._ Jessica blinked, and she knew what was coming. She could feel it. _Mac..._ Gwen was holding her, but it felt like... A sister. (Not that she'd ever had a sister...) "I understand." She said quietly, a little piece of her heart breaking as she pulled away. "I'm sorry..."

"Why? What are you-"

"Mac." She said simply, her eyes returning to her shoes.

"Oh. Oh, you silly thing." And this time, as she looked up, Gwen's face was a _lot_ closer than it had been. The warm fuzzies exploded into tiny lightning bolts as their lips met, and the world exploded into lights.

She remembered each and every kiss Peter had ever gotten from MJ. They were all amazing. But this was her first kiss as a girl. And it was, as the saying goes, something _completely_ different. She felt those lips from her head to her toes. Later on, she would learn that the genetic manipulations of her creation had not only heightened the sensitivity of her spider-sense, but also supercharged every nerve cell in her body. Right then, however, she had no idea, but even if she had, she was too absorbed in the sensation to care.

It only lasted a few seconds, but it seemed to go on for a lot longer to her. And when they broke, she was breathing hard, and the heat was still burning in her veins. "Oh, _wow..._" She breathed, wiping her eyes with her sleeve. "That... _Wow..."_

Gwen laughed, her own cheeks a rosy shade of red. "Thanks."

"But.. You..."

She rolled her eyes. "Teenage rebel, remember? I'm not above, err... Experimenting..."

But there was something there. In her eyes. Jessica could see it. Peter had seen the same look in MJ's eyes once or twice, and he'd always enjoyed it.

She was taken.

And, unlike the look she'd seen in MJ's eyes, this look wasn't for her.

_Thanks for trying..._

* * *

Freya always cried after the attacks. Especially the ones in her dreams, where she had to face them alone. She wasn't proud of it, but it was always harder to fight off the demons without her brother to help her. He never complained, though. Only wished that he could help her. In fact, he should be there, right about-

"Shhh... It's over now..." Strong arms wrapped her up, and she cried her fears out. But he was there, as always, and he made her feel safe.

"I'm sorry..." She whispered.

"Don't be." He replied, rubbing her back.

" S'okay..."

They sat for a time, quietly taking comfort in each other's company. Tyr didn't say it, but he knew that she was starting to break. He could feel it in his heart, and it hurt. The frequency of the nightly attacks had increased as well, twice in a week was too much, in his eyes. It would still take them a while to find a way to cross the barrier into reality, but they were locking on ever faster.

The final reckoning was coming.

"I found him." He said suddenly, shaking himself off of that train of thought.

Her eyes brightened visibly as she looked up, and he felt a little weight dissappear off his mind. "Really?"

He smiled. "Of course. We can get there in an hour, but we're probably going to have to force him to see us."

She sighed, nodding. "Well, he is the 'supernaturalist to the stars'..."

They were quiet as they prepared. She gathered her grimoire and cloak, and he picked up his briefcase, and clipped his belt into place. The sword was clipped in place, and the 'notice-me-not' ward restored. They had to be ready for anything. And they were.

The midday air was unnaturally cool as they stepped into the street. Freya looked up into the clouds, and, for the first time in a long while, she _hoped_.

"Doctor Strange..." She hoped he would have the answer.

* * *

A/N: Yeah... I'm sick of making hollow promises. Sorry about the wait. Hope you enjoyed. Still debating how to do the entire Knights arc... I might just let it run in the background, and cut Peter out of the story for a few in-story days... Still haven't made up my mind... I'll be putting up a list in the next chapter regarding where I'm diverging the rest of the Ultimate Uni, just for referance. Also, there have been a few suggestions/requests for the 'ultimate treatment', but none that have really jumped out and yelled "ME! PICK ME!", so I'm still taking suggestions. Please keep in mind this doesn't need to be a Spiderman character, and can be ANYONE from the Marvel Uni, Mutants and supers alike... R&R, and, as it was in the beginning, is now and ever shall be, Stay Frosty. -E. Red


	12. Chapter 12

**Chapter 11: Self-Backing**

Jessica looked away from the question on Gwen's face. She didn't think she could handle the feelings that threatened to bubble up in her chest.

"Hey, come on now..." The blond girl intoned, pulling her closer and hugging her. "I didn't mean to scare your newfound abillity to talk to me away." Jokes. Lighthearted jokes, at such a time... "Talk to me. What are you feeling?"

She didn't answer. She didn't trust her mind to form the right words.

"Please? I don't know if you know it, but it is okay for girls to talk to each other about stuff. I promise I won't tell anyone. Or make fun of you."

Her friend's words weren't helping her resolve.

"I... I already had this talk... With Mary..." She managed, shifting slightly in Gwen's arms.

Who promptly shook her head, sighing. "There are benefits to having a number of friends to confide in, one of them being multiple perspectives on any given subject."

So she told her. Haltingly, at first, but she did. "I think... It was a mistake. Coming back here. Living with Aunt May. All of it. Maybe I should have gone off and been Jessica Drew. Tried to live a new life, rather than watch someone else live the one that I feel should still be mine... It kills me, every time I see Mary Jane looking at him, and knowing that I will never be the one she loves so much, even when I can remember what it feels like... When I see Aunt May's discomfort when she forgets about me, or whatever... And... And knowing that I can't even have you... Because you've fallen for my _other_ brother..."

They sat in silence for a minute as Gwen tried to process her friend's words...

* * *

What was that?

_Now is not exactly the best time for you to pipe up..._

This one... She touched us... We liked it... What was it?

_It's called a kiss. Can't you read my memories, or something? I'm a little busy right now..._

We can only see what you let us see. Nothing more.

_Well, I'll deal with that later, now will you please be quiet?! I'm trying to help her, and having you chirping in the back of my head is not helping!_

...

_..._

She is like us.

_What?_

She is new. But also, something not new.

_Your point?_

We will survive. We are strong. We will find our place, and live well. And strong.

_..._

...

_..._

...

_That's actually pretty profound... Not bad, for a slime creature..._

You are a part of us, too.

_... And?_

We do not like the word 'slime'.

_Oh..._

And we still think we should just kill them instead.

_Duly noted. And, uh... Thanks._

* * *

"Alright, look." Gwen broke the silence finally, a slight blush on her cheeks. "For all that you are Peter's clone, and for all that you posess a copy of his mind and personality, you are also _you_. You are a new, whole person. With a strong will, and good friends, a loving family, a brilliant mind, and, not the least of all, superpowers. You will find a way to cope. I think you know that, too. You just don't trust yourself enough to let it happen."

She sat up, letting go of the somewhat shocked clone and turning her forcibly to face her. "So here's what I say: Let. It. Go. Try new things. You're fabulously fit, maybe take up gymnastics. Or start writing a novel. Learn to cook. Rob a bank. You might not ever get Peter's life back, but there is nothing stopping you from making _your_ life as new and exciting as you want it to be."

Her blush doubled as she continued. "As far as my feelings go... Well... I guess you're right. I may, and that's _may_, have a slight... _thing..._ for Mac... And things between us will probably never get... You know... _Serious... _But I still want to help you. At least until you don't need me anymore. I've never had a sister before, so... Well..."

She smiled as best she could. "So what do you think? Can we get past this?"

Her answer was a hug. And that was good enough for her.

* * *

The man who answered the door was clearly not Stephen Strange. "May I help you?" The little Asian man asked, his small eyes shifting between the larger man and the much smaller woman.

"We need to speak with the good Doctor." Tyr spoke in an even tone, drawing the butler's attention away from his sister.

"The Doctor is... Occupied. I would suggest that you make an appointment through the appropriate channels. Good day." He said smoothly, moving to close the heavy wooden doors.

The metal-clad fist that wedged itself between the door and the frame caused the wood to splinter ever so slightly. "I would seriously reconsider that decision, friend."

"Stay your hand, Wong." A new voice spoke from inside the manor. A voice that was easily recognised from all it's appearances on television. "My friend is just leaving." The butler bowed slightly, pulling the large door fully open. The doctor stood and looked at the pair, his eyes widening slightly as they settled on his sister. "And I suppose the reason for these two being here must be something... Rather important." He turned to his friend, shaking the taller man's hand. "I may be a little late tonight." He said after a second.

The blind man smiled under her red-tinted glasses, his grip on his cane tightening slightly. "Just as long as you'll be there, Doctor." He said quietly, stepping past the pair on his way out.

"So, what is it that would bring you to seek my attention?" Strange asked, motioning them inside. "I can sense a touch of magic about you, which is rare enough that it probably means you need my help with something..."

"You might say that." Tyr said, watching as the man sat back in a large chair. "I understand that you are the world's foremost expert on things of a paranormal nature." His sister sat down quietly across from the doctor, staring amazedly around the room at the many and varied artifacts that adorned the walls.

"Actually, that would be my father. I'm not quite as far along as he was, but I am quite knowledgeable on most topics. But first, I think I shall need to know your names." He said shrewdly.

"We go by-"

"Your truenames, I mean." He clarified, interrupting. "Any assumed names will only impede me if there is truly something mystical that must be addressed."

Tyr growled, but a small hand touched his arm, and he forced his anger down. "We do not speak them, and neither must you. They seem to draw the demon to us ever faster."

Strange's eyebrows shot up in surprise. "Demons, huh?" They nodded, and he sighed. "Great... There goes my afternoon..."

* * *

Kitty didn't talk to any of them for the rest of the day. She was polite and forthcoming to the rest of the class, but she very pointedly ignored the four of them. Peter said she walked out on him after he'd apologised for the fourth time, but he had no real idea how she actually felt.

MJ called him an idiot again.

Jessica, on the other hand, spent the rest of the day with a rosy blush on her cheeks, trying to comprehend the complex jumble of thoughts and emotions that had overrun her brain. The sensory overload had died down to a mild buzz not long into their heart to heart, but that lingering feeling just made her curious as to what... Err... _Further experiences_, might be like...

She knew Gwen was right, of course. Just like MJ had been right. And Aunt May. And Captain America. She sighed. So many people telling her the same things, and yet she still could only just make out the forest from the trees...

Maybe she did need a hobby...

It was kinda funny how that was the thing that was stuck in her head, out of the whole conversation. Peter had the Bugle to keep him busy, and for all that it served as an information hub for his 'spider-activities', she knew (from experience) that he loved the job. But she realised that she couldn't just follow along on everything he did, so she had to find something else.

Which would have been hard enough, if she hadn't had to spend the rest of the day with a sulking twin, his smirking girlfriend, a foul-tempered Liz, a somewhat amused Gwen, and, for reasons unknown, but not unsuspected, a quiet and blushing Kong.

Oh, the joys of high school...

* * *

Peter was still agonising over his conversation with Kitty even after the bell had rang, and their little 'gang' was making it's way out the front doors. Liz was fuming silently after having her 'mutant-phobia' put into perspective _again_ by Gwen, and the whole group felt a little subdued.

"Excuse me, young man. Can I talk with you for a second?" A voice, deep and strong, and vaguely familliar, spoke up from beside the main school doors, and Peter turned to see a tall man in a black suit, wearing thick red sunglasses and carrying a long white cane.

"Who are you?" He was in no mood to deal with any crap at the moment, and something was telling him that this was not the way he wanted to end his day.

"Matthew Murdock, attorney at law. I was wondering if you could spare a moment to talk to me about something."

"What do you want?"

"I just told you."

Peter frowned. Something about that voice... It was so familliar... "Alone, I suppose?"

The man smiled. "Unless you'd like all of your friends to know all about what geos on behind closed doors."

Peter's pulse quickened as he read between the barely concealed lines. "Give me a minute, guys..." He watched them leave, waiting long enough for them to be out of earshot before turning back to the lawyer. "Who the hell are you, and what do you want?"

"You don't recognise my voice?"

"...Vaguely. But that doesn't answer my question."

"What if I called you a _'baby who has no excuse for being in a costume, and you should get your immature butt home before you get yourself, or more importantly __**me**__, killed'_?"

Peter's mind blanked out for a moment as he realised who he was talking to. "Daredevil..."

"I was hoping to find you this morning, but I lost your trail because of your sister. Threw me off a bit."

"Trail?"

He shrugged. "Heightened senses. It's a whole thing... Never mind."

Peter scowled at him. "And you think that I'm just going to listen to you after you tracked me down and drew attention to my civillian life? What the hell, man?" He paused to take a breath. "What do you want?"

The blind man smiled. "Justice. I'm putting together a team, and I think it would do well with you on it. If you're interested, we're meeting tonight at eight, on the rooftop across from St. Patrick's Cathedral. In costume."

"Why?"

"It's a _good_ thing. We're going to kill the Kingpin."

* * *

"I'm sorry, 'kill'?" Jessica shook her head, looking up from the instruction booklet at her twin. "He actually said 'kill'?"

"Yeah." Peter glanced down from his position on the ceiling, toghtening another bolt on the metal frame of the new bunk bed. Jessica had bought it, 'volunteering' to share her room with Laura when she was released the next day. "He left before I could really say anything."

"So... Are you gonna go?"

"What do you mean, 'you'?" He asked, smirking. "I am not the only hero in this room. At least, I won't be once I finish those pictures and hand them in to Jameson." The Bugle had already run the story (NEW BLOOD: SPIDER WOMAN ATTACKS!), but the pictures had been bought from another freelancer, and had been poor quality at best. Peter had kept the picture with the flag to himself. It didn't seem appropriate at the time to sell it off. He had managed to get a few other pictures of her in costume, though.

"I wasn't invited, Peter." She replied, pointedly ignoring the smirk. "But I might just have to crash the party, if he's really serious..."

"Maybe we both should." The twins both looked towards the door, and Gwen grinned. "What? I'm a crazy super-person now, too. Why shouldn't I help? We could be a team, like the X-Men, or the Ultimates."

"The Fantastic Three?" Peter suggested.

"Two Girls and a Baby?" Jessica snickered.

"My Little Clone-ies?" Peter countered.

"The Super Hero Squad?" The twins stared at Gwen. "Oh, yeah. _My_ rediculous name is the odd one out."

"I guess it would be nice to have some backup..." Peter mused aloud. "So we're all going, then?"

Gwen nodded. Jessica smiled. "Let's do it."

* * *

A/N: So, as you can probably tell, I've decided to do my own spin on the 'Knights' arc. It fits too well into the plotline _not_ to use it. Still taking ideas for Ultimate-ising. There have been a few good ones, but still nothing that screams out to be done. R&R, like you always do. And, of course, Stay Frosty. -E. Red


	13. Chapter 13

**Chapter 12: Self-Basis**

"Webheads?" Jessica rolled her eyes even as she snapped out another web line. The whole super-team thing was still being debated, and it was kind of getting old, even after only an hour of discussion. Half of which had been spent swinging across the city, and into Hell's Kitchen.

"No, too ironic... Hey, is that John Stewart?" Peter swung by under her, twisting in midair to get a better look.

Swinging through the city with her twin gave Jessica an interesting insight into her situation. Her lower weight and different body shape made her swing a lot slower than he could, but it also provided her with a lot more hang time. Nothing really impressive, at all, but it was something... Well, interesting.

"Arachnids? Might make the bad guys stop calling me 'insect'..." Peter countered.

"Too direct." Gwen replied. "We need something a little more subtle..."

Gwen also brought about some interesting observations. When the twins had ducked into an alleyway to stash their street clothes, she had simply closed her eyes, and her costume had bled out from under her skin. The creature that had killed her, and had subsequently been cloned, was something the three of them had yet to talk about, but it was slightly unnerving to watch it envelop her body.

She swung on red webs. Jessica refused to call them tentacles, regardless of wether they detached from the buildings as she swung by and sucked back into her arms or not. She swung a lot more often than either of the twins, and her 'webs' didn't reach nearly as far as either of the twins, but she got even more hangtime than Jessica did. She flew through the air, twisting and swooping like a bright red missile.

"Come to think of it, the bad guys have called you a lot of derivative names since this whole thing started..." Jessica commented.

"I know, right? Oh, hang on... We're here..." The three of them came to a halt on the side of a building, staring across the street at a group or costumes gathered on a roof. "Huh... I don't recognise a few of these guys... There's Daredevil, and I think that's that guy who showed me that thing that time... Doctor Strange and Moon Knight... But those other three, I don't recognise..."

"Well, I recognise the blonde guy. He's the Iron Fist. He got locked up for using his powers on a civillian, remember?" Jessica smirked. "You recognise him, you just don't remember."

"Okay, fine. So who are those two?" He pointed, and neither girl had an answer. They'd never seen the pair before.

One of them stood taller than the rest of the group, shining silver armour gleaming from behind a heavy cloak, a sword hilt poking out from under it at the hip. The figure wore a silver helmet that cast his face in shadows, but his eyes shone with an unearthly white light. His companion almost dissappeared into his shadow. Dwarfed by the armoured form that stood beside her, the woman was also dressed in a heavy cloak, which hid her body from view, but her hair shone red as it hung down to her waist.

"Well, I guess we'll find out... You think they've noticed us?"

Peter snorted. "I doubt it. Heightened senses my left-"

Daredevil turned and stared at them. Directly at them.

"Oh. Well... Uh..."

The trio dropped silently onto the roof and stepped into view. "Evening, gents. Wot's all this, then?" Peter quipped in his best fake English accent.

The assembled group bristled. "More unannounced guests?" Moon Knight growled, shining blades flicking into his gloved hands.

"Relax, Casper. We're just here for the chicken wings."

"There are no chicken wings." The white-clad man growled.

The spiders stared at him, speechless. "Calm down, Moon Knight. He wouldn't have brought them if they weren't friends." Daredevil stated calmly.

They all stood quiet for a second before Peter shook off the statement. "Doctor Strange, master of the mystical talk-show appearance." He greeted.

The Doctor smirked at him. "Beats having a real job..."

"Shang-Chi. Iron fist."

"I remember you." The Master of Kung Fu commented, nodding slightly.

"Yeah... Uh, sorry about that thing that time..."

"You should be." His blonde friend muttered.

He turned to the other two, who hadn't moved save for a hand grasping the hilt of a sword. "And you two are...?" He pried.

"Dorothy and Toto." The hulking armoured man said, deadpan. The tiny woman placed a hand on his arm, and he glanced down at her briefly before looking away with a slight huff.

"We have used many names." Her voice sounded young, and this close, he could see that she was a teenager, probably not much older than himself. She looked fragile, almost, if not for the steely grey eyes that peeked out from under her bangs. "Currently, we go by Myrmidon and Diviner."

Peter smiled behind his mask. "Nice to meet you." He stuck out his hand, which she shook gently. "Friendly Neighbourhood Spider-Man, at your service."

"You're easy enough to recognise." She commented quietly, a small smile gracing her delicate features. "Who are your friends? I don't recognise either of them..."

"Who, them?" He smirked. "Oh, they're not important." The sudden smack that clipped his head surprised him, mostly because he didn't sense it coming.

"You're an ass." Gwen stated, crossing her arms. Jessica smiled at their antics behind her mask.

Peter rubbed his head, and sighed. "Well, these are my new groupies-" SMACK! "Ow! Teammates! Jeez... This is the Scarlet Spider, and over there is Spider-Woman."

* * *

Freya's heart stopped in her chest as she stared at the black-clad woman. One of the advantages of being attuned to the natural magicks of the world was that you could, if you knew how to look, get a read on people by their auras. Everyone had a magical imprint, and a potential for magic, however slight it was. Normal people had barely any potential, and these genetically-altered people even less. Magic-users were incredibly rare, one in every ten million people, maybe.

But each person had an aura, and each aura told a story about it's owner. A trained magic-user could read a person's personality, their history, their likes and dislikes, their sins, their triumphs, and much more by reading their aura. Freya, in particular, was skilled at looking for things related to a person's personality. Wether they were liars, or violent. Wether they had done terrible things. Even the common person on the street had a mark or two against them, their sins showing up in her vision.

Which was why she was mesmerised by what she saw.

Spider-Woman, as she had been introduced, had a perfectly clean aura. She shone white in the night, no sin, or crime, or anything marring her aura.

Freya felt her cheeks warm as the group around her started to argue about something or another. She didn't care. The last time she'd seen a spirit so clear, it had been the last time she'd seen her mother.

Unresolved feeling welled up in her chest, and she had to bite her lip to keep from interrupting. Her heart ached to speak with this mystery woman, to ask her how she was as pure as a newborn child.

Only the stalwart presence of her brother, ever at her side, kept her standing.

"-and we don't kill people!" Spider-Man flung his arms wide, startling her. "You can't tell me you're _all_ comfortable with ending someone's life!?"

There was a short silence. "No." Doctor Strange finally admitted.

"Thank you!"

She tuned the conversation out again, returning her gaze to the glowing white aura, loosing herself in it's impossible clarity until she heard her brother speak.

"I'll do it." Everyone, including her, turned to look at him. "I'm perfect for the job. I don't officially exist, and I need something to do while the good Doctor works with... Diviner."

Daredevil was nodding. "It makes sense..."

Freya pulled lightly on his arm, and he winked down at her. "The Sanctum Sanctorum is the one place on the planet I feel safe leaving you alone." He would later tell her.

"I won't use the armour, though, so I'll need a new persona for the job..."

"I can cast some spells to enhance-" Strange began, but she cut him off.

"Bad idea." She said, shaking her head. "My magic and yours won't mix for long-term enchantments. I can cover the spells you're thinking of."

"So, we're agreed." Daredevil said finally, nodding in satisfaction. "I will act as the go-between, ank you will all be kept in the loop. We should have some progress within the week, so keep an eye out for me."

"So, wait. You called us here, and now I'm not doing anything?" Spider-Man complained. Freya smiled. Spider-Man was clearly a teenager, and he was also remarkably pure, although there was a distinct mark of heavy guilt that marred his aura. "And no chicken wings?"

"Yeah, I was lied to!" The Scarlet Spider commented. Freya felt uneasy about her. Her aura was split, two spirits in one body, and that never meant something good.

"Well, nobody asked you to bring every web-slinger you could find with you." The devil replied. All three Spiders froze, and shared a look. "We should all get going now, before someone gets all of us on camera."

Moon Knight and Daredevil leapt off the roof in different directions, and Shang-Chi left with the Iron Fist. Doctor Strange left to return to his books, looking for a way to help with their demon problem, and they would be following shortly. But she couldn't leave without talking to-

"Slingers!" The trio of Spiders chorused, laughing.

"That's perfect!"

"What?" Freya blinked in confusion.

They turned, remembering that they weren't alone. "Oh, we've been looking for a name..."

"Oh..."

Awkward silence.

"Well, uhh... We should really go..." The Scarlet Spider said quietly.

"Yeah. So, nice to meet you two, and all... Welcome to New York." Spider-Woman said, and something in her voice made Freya's heart tremble. She extended her hand, and Freya took it without a second thought.

That was her mistake.

The instant their auras crossed, the redhead felt her magic flare uncontrollably, bursting out from under her skin in a visible wave of white light. Unearthly voices chorused in the air, a hymn, a gospel and a eulogy all at once. The cool fall air blazed into an unnatural heat, and everything in the world was blotted out. Everything but the heroine that stood in front of her.

Everything went black in an instant, and she felt her knees give out from under her. Small, strong hands caught her under her arms, and voices started yelling, but they were muffled. Distorted. The only sound she recognised was the distinct sound of sliding metal as her brother unsheathed his sword.

She, however, was reeling under a massive assault of images and feelings, almost like her nightly duels with the demons, but with none of the malice and hatred. The images made no sense, a jumbled mix of light and sound that blacked out the rest of her mind.

A cold metal gauntlet closed around her left arm, and the images vanished as fast as they appeared. Her vision cleared, and she found herself curled up in her brother's armoured left arm, his sword held out between them and the confused Slingers.

"You stay away from her!" He roared, the white-hot flames on his blade flickering angrily. "That flare probably lit up half the damn country! You've doomed the both of us!" Capacitors whined and with a slight bend of his knees, Tyr leapt backwards off the roof, and bounded off into the night.

* * *

Somewhere in the alleyways of Chicago, a man stopped in mid-step, turning towards the east. He cocked his head, as if listening to a far-off sound, staring down the darkened stone. It was cold, and raining, but all around the figure, steam rose and drifted off in the wind.

_"Innocent..."_ It was less than a whisper, like a gentle breeze in the leaves, and the figure nodded, adjusting his black trenchcoat. He stuck his fingers in his mouth and blew a sharp whistle. An infernal roaring sounded in the distance, rapidly growing closer and closer.

"We'll see..." The man replied, and then he was gone, leaving nothing but a line of steam in the night.

* * *

A/N: So, for those of you who figure out who that last referance is, he's not the one I've been asking for. In fact, he's been planned since the beginning. So... Yeah. Also, I'm not looking any more. I found someone thanks to a pm from a reader, who turned me on to a great character that I've adopted as my Ultimatising project finisher. Oh, you'll love her... Err... Her _or_ him... Yeah... Thanks for all the input, and I hope you don't see what's coming. R&R, and, like a slurpee in Winnipeg, Stay Frosty. -E. Red


	14. Chapter 14

**Chapter 13: Self-Bolster**

Jessica watched the pair go, every part of her body afire with warmth. A feeling of awe and wonder had overtaken her mind the instant the girl had touched her, and every cell in her body felt so... _Alive..._

"Well... That was wierd." Peter's voice piped up behind her, but she ignored it. Something significant had just happened, and it felt like a part of her was crying out for... Whatever it was. "Are you okay?"

A hand, on her soulder. No flash of unexplainable warmth and calm. "I'm fine... Let's go home..."

"Are you sure?" She smiled.

"Yeah..."

They were quiet for the first few minutes of their trip. Jessica's head was spinning as she tried to sort out what had just happened to her. Even the lights of the city, usually so calming, now offerred nothing but a confusing reminder of the warm, shining glow that had touched her on that rooftop.

"I hope Aunt May has chicken wings." Gwen's voice startled her, and she laughed at the absurdity of the statement as a red blur sped past, below her and slightly to one side. "What? I have a craving, thanks to your idiot brother."

"Not my fault!" He called from above. "I only made the joke, you're the one who ran with it!"

_Thanks for trying..._ She thought to herself with a sad smile. But even her joking siblings wouldn't shake the feeling that easily.

_And I have to pick up Laura tomorrow..._ She sighed, snapping another webline. _I'm not getting __any__ sleep tonight..._

* * *

"What in all the Hells was that?!" He was yelling at her. He _never_ yelled at her. "What did she do to you?!"

Freya blinked. "What?"

Tyr put his fist through the countertop. "What. Happened. On. That. Rooftop?"

"I-I don't know..." She admitted, her eyes returning to the hand that caused all the trouble. It was still warm, and a small shiver ran up her spine as she remembered the sensation. "I... I couldn't help it... She was so beautiful. You can't imagine it, Mi-"

His armoured fist slammed through another stone countertop. "NO NAMES! ARE YOU _TRYING_ TO GET US BOTH KILLED!?"

"N-No... I'm sorry..." She listened to him stomp off into the bedroom, and the sound of metal parts crashing against the walls. When he came back out, he was dressed in civillian clothes, and noticeably calmer.

"No, I'm sorry." He said after a moment, sitting down next to her on the couch. "I know you wouldn't do this on purpose. I shouldn't be yelling at you. I'm supposed to protect you..."

She pulled herself into his lap, laying her head against his chest and listening to his heart, like she used to when they were kids. "You always do..."

"We have to go. We can't stay here, not after setting off a surge of that size."

She closed her eyes. "Not yet... Please...?"

He knew. He always did. She felt his arms embrace her, and sighed contentedly. "Okay. But only for a while, and then we have to pack. Again."

She smiled. "Thank you."

"Anything for you, baby sister."

* * *

"Shh... It's okay, Laura... I'm right here. Nobody's going to hurt you."

The terrified girl clung to Jessica's side, shaking like a leaf in a hurricane. They were just feet from the door at the base of Stark Tower when the girl's legs had locked up, and her already pale skin had gone a shade paler as unbridled terror appeared on her face.

"I-It's light out..." The girl whispered, as if that was all the explaination she needed to give.

"Well, yeah. It's the middle of the day." Jessica replied as gently as she could.

"I'm n-not allowed outside... Not when it's l-light out..."

Oh.

"Okay." Wide blue eyes stared up at her. "If you're not ready to go, we can wait for the sun to go down."

"I-I... I don't... Understand..." Schlick.

Jessica forced a calming smile, gently removing the offending claw from Laura's now bleeding thigh. "I know you're scared, but you have to at least trust this: I will not let them take you back." The look was there again. Fear, pain, and, just barely visible, hope. "You are _mine_, and they will have to destroy every last cell in my body before I let them get to you."

"Why...?" The question was so small, so afraid of it's answer...

"Because you and I are exactly alike. And the one thing that saved me is something that I can easily give to you." She glanced over her shoulder, where her Aunt was watching. "Something so small, that you don't realize you need it until you might loose it forever. Love."

Laura's eyes were tearing up, but Jessica couldn't tell if it was from fear or something else. "I thought that I would never be able to see my Aunt May again. I thought that my brother, the person I was cloned from, would hate me for being what I am. I thought I would never see my friends again, or that they would reject me. But they all proved me wrong."

"My Aunt took me in without even a second thought. My brother, well, sees me as his sister. And my friends have all adopted me back, taking me as I am. And now, I get to do that for you." Jessica hugged the shorter girl to her, rubbing her back in a sooting gesture. "You don't have an old life to worry about. You are your own, new person, and I get to help you become that person. So how about it? Will you be my little sister?"

Laura nodded, speechless, before burying her face in Jessica's shirt to hide her tears. "I'll protect you." She whispered. "I promise."

It was nice, if not entirely ironic, to pass on the words that had pushed her out of her own funk.

"Now let's go introduce you to daylight."

* * *

Mac watched them go, his eyes following them from the shadows. He was glad for them, yes, but there was a bitter feeling in his gut at the knowledge that he was not a part of it.

He shook his head, turning away. No point dwelling. He had a billionaire to accost.

Tony was at his desk, sipping on a martini and chatting with some reporter or another. He stopped chatting when his desktop developed a sudden case of 'break-in-half'. "I'll have to call you back, Ms. Lane." He said dryly. "I'm being accosted."

Huh. Great minds...

"Can I help you, Mac?" He asked calmly, swirling the olive in his drink.

"I have been finished that damn test for three days. If you're not going to give me a job, I'm leaving right now. I'm sure your competitors would love to hear what goes on in this building."

Tony smiled at him, the smarmy ass. "Well, it's about time you shook yourself out of that funk."

"_What!?_"

"You've been moping around here for the past three days like a lost puppy. I was waiting for you to volunteer." He pulled a folder out of his ruined desk and held it out. "Here. There's a timetable and an overview of three projects I was thinking you might be interested in. Make your choice by the end of the day, and you start tomorrow."

"...I hate you. So much."

"I know. So do I, from time to time."

* * *

Stephen Strange cast the book aside in disgust, reaching for the next one without stopping. These twins were certainly putting him to the test. His studies had brought him a long way, but their particular problem was something that amazed and confused the up and coming Sorcerer Supreme.

It wasn't a haunting, or a posession. It wasn't a traditional curse, hex or similar spell. There was an entity, even he could sense that, but from what he could tell, this was not a malicious entity. But it was attracting the demons and assorted angry spirits, that much he could tell.

Something was tugging at the back of his mind, though. Something he knew he was looking right at, but couldn't quite put his finger on.

"Maybe it's some kind of family thing... Hmm..." Another book, and another unanswered question

* * *

"And this is our room." Jessica led her through the door. "We got you your own dresser and standing closet, which we'll have to fill before too long, and you can have whichever bed you want, top or bottom. The bottom is a double, but the top's only a twin, so... Yeah. What do you think?"

"It's different..." Laura observed quietly. She had gone back to her quiet demeanour not long after she got used to being out in the sunlight.

She had, however, remained attached to Jessica's arm for the entire trip back to the house.

"Well, yeah. We had to move around a bit to accomidate you since your last visit..." Jessica watched her flinch, and took her by the hand again. "I already told you, I don't care why you were sent here. If you hadn't come through my window that night, I would never have met you, and we wouldn't be here today. Alright?" She nodded. "Good. Now, lets go get some dinner. Aunt May should be almost done by now, the woman is a miracle with a saucepan."

No smile. Not yet.

Jessica got her settled into a chair at the kitchen table before turning to help her aunt with finishing the meal. Her aunt, who immediately enveloped her in a bone-crunching hug. "I'm so proud of you." May beamed, and Jessica felt her face go crimson. "Those things you said, were some of the most beautiful things I've ever heard."

"Well, you said them first..." She countered, ducking her head with a sheepish grin.

May laughed, and turned to check the oven. "Maybe so, but you use them so much better than me."

"That's only because I had to have three people tell me the same thing."

"Well, I'm glad the lesson stuck." The Parker matriarch said with a smile. "Now who wants chicken wings?"

Jessica laughed.

She was a little apprehensive when they sat down to eat, not knowing if the assholes at the Zoo would have had the decency to teach to poor girl how to eat with a knife and fork. She hadn't been around for meals at Stark Tower, but was relieved when she saw the girl eat. Perfectly so, in fact. While Peter, across the table from Laura, dug in with reckless abandon, the young clone ate almost delicately, with perfect table manners. Aunt May was quick to compliment her, and she ducked her head with the slightest of blushes.

"Thank you..."

The unspoken question of _why_ they had taught her formal dining behaviour would not be revealed for some time.

When the meal was finished, and Gwen had started the dishes (It was her turn, after all.), and Peter had returned to his dungeon, Jessica decided to turn in early. She was starting to feel the sleepless night she'd dragged herself through the night before. Surprisingly enough, Laura followed her up the stairs only a moment later.

Jessic gave her a teeshirt and some underwear to wear to bed, and turned politely to let her change. She may be more or less comfortable with her own female body, but she was still rather shy about other girls. Gym class had shown her that much.

"So, top or bottom?" She asked with a yawn. She really didn't care which bed she got, so long as she got it soon.

"Top." Came the quiet reply.

"Are you sure?" She asked, and the girl nodded. "Okay... Good night, Laura." She hugged the girl sleepily and almost fell into her bed, listening to the creaking metal for only a moment before sleep claimed her.

* * *

Larua stared down over the edge of her bed at the sleeping girl below her. The girl that, not so long ago, she had been ordered to kill.

_"Don't worry about it, kid... She doesn't hold it against you..."_

She didn't reply. The voice went silent again, and she continued staring.

How? How had this girl been able to save her? Her mind traced through the events that brought her to the house that night, the horrible events that had left her alone in the hands of the Zookeepers.

Tears came, unbidden, at the memory of the second horrible voice, and what it had made her do. To her mother, of all people... And almost to...

_"She cares about you... Don't let your fear get in the way of that..."_

Again, the voice was right. But she was unsure of how she would proceed. Living in the outside world frightened her almost as much as going back to her 'handlers'. She had heard the doctors in the tower. They called her dangerous. They said she wasn't in control.

They thought she should be locked up, and studied...

She shivered, uncomfortable at all the conflicting thoughts and feelings that raced through her head. A tiny bite from her claws brought sweet, clarifying pain into one arm, and she focused on that to clear her head.

No, this person... This person she wouldn't fail. Not like she had failed her mother. This person was _hers_. Her... Sister...

"Mine..." She whispered.

And it felt good.

Without hesitation, she crawled to the edge of the bed, slowly, silently climbing down into the double bed. Her arm had already healed shut as she wormed her way under Jessica's sheets, and into her arms, which closed ever so slightly around her. She curled up in the sleepy embrace, burying her face in the larger girl's chest, taking in her calming scent and listening to the gentle beating of her heart. A small smile made it's way onto her face.

"Mine..."

* * *

A/N: Okay, so I hope you enjoyed that. Fluff is hard for me to do. For those of you who recognise certain common themes in my stories, I'll say again, I write what I know. R&R, and Stay Frosty. -E. Red


	15. Chapter 15

**Chapter 14: Self-Bereavement**

She was _purring._

Of all the things to wake up to, that was definitely not one she had anticipated.

But the warm, contented rumble made her smile at the young girl in her arms. Laura must have climbed into her bed sometime during the night, but Jessica didn't mind. Looking down at the peaceful expression on her face, and listening to her purr, she was struck by just how adorable the younger clone was.

She felt herself blush at the girlish thought.

Laura was, if she was to be completely honest, quite attractive. Jet black hair over pale, flawless skin, and the beginnings of womanhood on a young girl combined to form something slightly ethereal. She would definitely attract attention at school, even more so from her apparent youth. Her cover story was a sad tale of abandonment and abuse, but that would do nothing to deter some of the more... Forceful students.

She'd have to bash some skulls, and she was ready to do it.

Bleary blue eyes blinked at her suddenly, and she felt Laura go stiff in her arms. "Morning, sneaky." She said with a smile, and the pale girl blushed slightly. "Aww... You stopped."

"Stopped...?" The question was barely audible, even from this close.

"You were purring. You never did that before."

She looked away. "Sorry..."

"Oh, don't be, you silly thing." Jessica chided gently, kissing the girl on the forehead. "I wasn't complaining, I was just curious."

Laura's eyes had gone wide with either shock or wonder, and she fidgeted slightly. "We should get up..." She said after a moment, pushing herself up slowly.

Jessica held in a frown and nodded. "Okay. You go get yourself a shower, and I'll try and find some clothes for you. We're going shopping today, so it won't be much..." Laura left with little more than a nod, leaving Jessica to wonder exactly what was going through her new little sister's mind.

* * *

Laura shivered at the feeling of cold tiles under her feet as she walked silently into the kitchen. She was dressed in a loose slacks and a very baggy sweater, but had left the socks and sandals in the bedroom. She preferred to be barefoot whenever she could, it left her free to defend herself without shredding through a pair of shoes every time.

The old lady, Aunt May, was sitting at the table, and she could smell fresh baking of some kind in the oven. "Good morning, Laura, dear." The greeting was polite, even slightly affectionate, a tone she was still completely unaccustomed to.

"Good morning..." She replied quietly, moving to sit across from the greying woman. Courtesy dictated that she wait for permission before obtaining her morning meal.

"The muffins are almost ready, and there's plenty to eat in the fridge. Feel free to make whatever you'd like." May said calmly, her eyes returning to her morning paper. When Laura didn't move, she looked up again. "Something wrong, dear?"

Laura fidgeted under her gaze. "I... Can't cook..." She admitted, ducking her head in shame. "I don't know how yet... They never gave me that one..."

"What do you mean?" May asked curiously. The girl didn't reply, and she didn't press. "Well, I could show you how, if you want..." Again, no reply, other than a small shudder. "Or I can make you a little something. How about that?"

"...Yes, please." Laura's reply was little more than a whisper.

"Alright then, dear. You go sit down, and I'll whip something up for you." Five minutes of silence later, she placed the plate of eggs, bacon and toast in front of the young girl.

"Thank you..." She said, staring down at the plate.

"You're very welcome, dear." May replied returning to her paper. The slight scraping of a fork and the shuffling of pages were the only sounds in the Parker kitchen for a while.

"Sometimes..." Laura's voice cut through the silence abruptly, and Aunt May looked up from her paper in surprise. "I would hear... _Them..._ Talking about me. About things they wanted me to learn... And sometimes, I would fall asleep... And wake up just... Knowing things. And they would be the things they were talking about..." The girl looked up, and May could see the pain in her eyes. "You won't do that... Right?"

May forced her distaste down, and smiled gently. "No, dear. I can't do that."

"Oh... Okay..."

"Mmm... Who's making bacon up here?" Peter's voice made May turn around to look at him as he came up the stairs. "And who were you talking to?"

"What do you mean, who was I-" But of course, when she turned around, Laura was gone.

* * *

Mary Jane actually stopped in the middle of the road, not entirely sure of what she was looking at. She was well aware of the regular comings and goings in the Parker house, and was, in fact, on her way to meet their newest member. But said newest member, apparently, was seated on the roof of the house, staring at the sky. Barefoot.

Peter greeted her at the door, and she frowned when they came up for air. "Why is the new girl sitting on your roof?" She asked curiously, and her boyfriend sighed.

"That's where she is? Jess has been looking for her for fifteen minutes already..."

"And why, exactly, is that?"

He rolled his eyes. "Hell if I know. Laura is a bit of an odd case..."

"Did you find her?" Jessica's head appeared from the top of the stairs. "Oh. Morning, Mary Jane."

"Morning. She's on the roof." The redhead replied with a small smile.

"What? Are you serious?" And the head vanished as quickly as it had appeared.

MJ's smile widened a little more. "She's really starting to adjust, isn't she?"

"Yeah, I guess. I can't really imagine what she's going through, but she's been a lot better in the past week." He agreed. "Probably this whole thing with Laura is taking her mind off her own issues."

"And I should thank you to not spoil that." Aunt May commented as they walked into the kitchen. "Good morning, Mary Jane."

* * *

"-aking her mind off her own issues." Jessica flinched at the words, but shrugged them off. They may be true, but they weren't about to bring her down. Not while she had a job to do. Laura was sitting with her back turned when she climbed over the edge of the roof, and she sat down next to the smaller girl silently. Something inside told her this was not something she wanted to rush.

She was right.

It took her a few minutes, but Laura finally spoke, without prompting. "I... I can't do it..."

"Do what?"

Pained blue eyes glanced up at her. "I can't stay here..."

Jessica kept the frown off her face. "Why not?"

"Your family... I can't stay... It's not safe..."

"Laura, look at me. Please." The younger clone slowly, hesitantly, looked up at her. "My family has never been normal, and seldom safe, at least since Uncle Ben was killed. Having you here is not going to change that much."

"B-But, I-"

Jessica placed a finger over her lips. "I _want_ you to stay, Laura. You and I are two of a kind. Who else understands what I'm going through? And even besides that, I happen to _like_ you, little sister." A small, weak smile appeared. "And I think, once you get to know the family, you might just like them, too."

Laura looked away, fiddling with her toes. "So, still think you can't stay?" The dark-haired girl shook her head, not looking up. "Then would you mind telling me what brought this on? I want you to feel welcome here, so if it's something someone did, or said, I need to know."

"No... It's not... Not really..." She stammered, shivering slightly. Jessica moved closer to her pale little sister, pulling her in close. "I'm... Not a normal person."

Big revelation there. "None of us are, Laura. Except maybe Aunt May."

"No, I mean... I... I'm... I'm a bad person..."

_That_ was not what she had been expecting. "What?"

"I... I kill people."

Oh. The story she had yet to hear. Laura had not told her about her past the whole time she'd been in custody, but now, it was going to happen. Jessica took her by the hand and helped her stand up. "Let's go inside, and you can tell me about it. Okay?"

She nodded slowly, and didn't resist when Jessica picked her up and slid down from the roof and straight into their window, careful to check for witnesses first. Only once they were seated comfortably on the bed, the door locked, did she finally speak.

* * *

I woke up scared, the first time. I was tied down to a table, wires and tubes sticking through my skin. They were itchy. I didn't know where I was, or what was going on, or even who I was. Until the man stepped in front of me. He was smiling at me, but I knew, somehow, that it wasn't a nice smile.

He asked me how I felt. I asked him why I was tied down.

"Because you are a weapon." He told me.

Something in me told me he was wrong. But he turned away before I could say anything. And left me alone on the table. I heard them talking about 'Subject X-23' a lot. I guess that was what they called me.

I was tied to that table for two weeks, three days, five hours and thirty-seven minutes. They poked and prodded me. They ran tests. They gave me injections. Every few days, I would wake up, and suddenly know a lot of things I hadn't the day before. I was hurt by some of these tests, but after the first few days, they did something to me, and I started to heal really fast. And I grew claws. Claws that they tore out and coated in metal and shoved back in.

But one of the people... She was different. While all of the other people looked at me like I was just another thing to be experimented on, she... She smiled at me. She spoke to me. She told me things.

"I created you." She said one day.

The words sounded wrong to me. "You... Are my mother?"

She cried that day, and she hugged me. The first time I ever got hugged. "Yes, dear one. I am your mother."

She came every day, after that. She was the only one who talked to me. The only one who cared. But the tests got worse and worse. I don't think she knew what was going on until I asked her. "Why do they hurt me so much?"

She didn't know what I meant.

So I told her.

At first, I thought she was angry with me. But when I heard her shouting at someone in the hallway, I figured I was wrong.

She wasn't allowed to visit me after that. But she would. Sometimes, she would sneak in, and spend a little time with me before they caught her. Or leave me little notes. I was always punished, but I didn't care. It all healed eventually, and I got to see her. That was all I cared about.

Until they moved me into a new, more secure cell. And let me off of the table. That was when the voices started.

There were two of them. One was quiet, and kind. He would whisper to me when I felt the most alone. He would comfort me, when I missed my mother. And he helped me through what came next.

The other voice was... Horrible. It would demand things of me. Make me do or say things. And when I couldn't, or wouldn't, it would... Hurt me. It would turn my insides into fire and not let go until I complied.

It went on for weeks that way. Until one night, all the power went out. And you escaped.

Mother came to me then. She hugged me and kissed me and promised to keep me safe. She told me about my father. She said he was a hero, and that we would find him, together, and we could leave. But... When she said that...

The bad voice told me to kill her.

I refused.

It was my screams that got us caught.

I woke up back in my cell, and they left me there for two days, nineteen hours and twenty-two minutes. Alone. Afraid. Wondering what was going to happen next. Then, one of the walls of my cell slid open, and there was a pack of starving wolves on the other side.

**'Kill, or die.'** That was all the voice said to me.

I complied.

The voice made me angry. It made me stronger and faster. And I killed them all.

Next it was a bear, and then...

It was two people.

I don't know who they were. I didn't want to kill them. But they attacked me, and the voice...

Then it was three people. Better trained. Then it was five. With powers.

Then, there was only one more test.

They chained her to the wall. She was helpless. I ran to her, and she tried to hug me, but she couldn't.

"Shhh..." She said. "It's okay, Laura." She gave me a name. "There's nothing you can do but finish it."

"I... I can't..."

"You can and you must." She told me. "I've done a horrible thing, letting them do this to you. And now, I'm paying for it."

**'Kill her.'**

"No! NONONONONONO!"

"It's okay, sweetheart. Always remember, you are MY daughter. MY Laura. Not some soulless weapon."

**'KILL HER!'**

"And I love yo-"

* * *

Laura shuddered in Jessica's arms, and said no more.

"Shhh... It's okay..." The larger clone cooed, rocking her crying sister back and forth. "You had no choice..."

"Mother taught me... There's always a choice..."

Damn. She couldn't exactly argue with that. "Why didn't you kill me, then?" She asked, and felt the tremble pass through Laura's body.

"I... You look... Like her..."

"Oh..."

"And... I don't want to be a weapon..."

"Good." A tear-streaked face turned up at her, and she forced a calming smile. "Only you can decide who you are, and who you want to be. You can't let your past control you, Laura. You have to pick up, learn from it, and move forward. Do you understand?" She nodded. "Good. Learn from your mistakes, and never forget them, but try not to agonise over them. It hurts, yes. But it hurts more when you don't let it go..."

It was nearly noon. They had missed their window of low-volume shopping. "I guess we can go shopping tomorrow, then." Jessica said.

"I'm sorry..." Laura immediately replied.

"Oh, don't be. We can shop whenever. This was important." Jessica chided. "But we still have to explain it to Mary Jane." She shuddered theatrically, and the tension was eased a little. Laura almost smiled. Almost. But then, she yawned, and stretched. And winced. "What's wrong?"

"Sore... All over... Tired..."

"Well, then you get some rest. I'll bring you up something to eat later, okay?" Laura nodded sleepily, and Jessica tried not to smile as the younger girl drifted off to sleep in her arms. "Sweet dreams, little sister..." She whispered, tucking the girl into her bed.

Only when the door was closed, and she was downstairs, did she let herself fall apart. Aunt May took her in her arms, and whispered softly in her ear as she cried for the little girl who had become such a large part of her life in no time at all.

* * *

A/N: So, there's your look into Laura's backstory. For now, at least. More will come in later arcs. More from the Knights next chapter. I'm also in the process of writing a sister story to this one, called "Life, Changing", which is my attempt to correct a few of the things that have been screwed up in the Ult. X-Men storyline. It's their story within this AU I've created. So, look out for more of that soon. Happy Holidays, Readers, and Here's hoping for a great New Year. Stay Frosty. -E. Red


	16. Chapter 16

**Chapter 15: Self-Broadening**

She was taller. A whole three inches taller. The trousers and sweater were less loose, and her chest had doubled in size.

_Overnight._

Jessica blushed as Laura prodded at her body with one finger, curiously exploring the extent of her changes. _Oh, boy. What is it this time..._ "Err... I guess we should hold off on school today, Laura." She said with a sheepish smile. The dark-haired clone looked up at her, frowning ever so slightly. "We need to take you in for a checkup, I think."

"Oh... Okay..." Back to prodding she went.

Jessica fled the room to hide her giggles.

Aunt May agreed with her, at least in principle, and her new 'mystery job' apparently allowed her a great deal of time to spare, so she drove the two of them into town, back to Stark Tower. Where they were greeted at the door (_At the door!_) by Tony Stark himself.

"Ah, my favorite people in the whole city!" The billionaire gestured grandly with a rogueish smile. "I heard you were coming to visit, and I just had to come down to see!"

"Good morning, boss." Aunt May replied calmly, hardly smirking at all.

"Oh, you. With the jokes." He countered with a sly grin. He turned to the younger women, smiling even wider. "And you come with company. How nice."

"Hello." Laura said quietly, edging just a bit closer to Jessica's side.

"So, what can Stark Industries do for you three lovely ladies today?"

"We need to speak with Laura's doctors, if they're available." Aunt May replied calmly as Tony turned to escort them inside.

"For you? They're available when you need them. I hope it's nothing serious?" Jessica rolled her eyes. _Serious... She's a healer, asshat..._

"Oh, no. Just some things we need to sort out is all. Nothing terribly important."

* * *

It was quiet at the house that day. He was alone, which was a rather rare occurrence in itself. Gwen had gone into the city, claiming a desire to practice her web swinging, and Mary Jane, on receiving a very awkwardly worded text message, had gone to the Baxter Building for a 'Post-Traumatic-Genetic-Event' checkup. He'd offered to go with her, but she declined for reasons unknown.

Peter stared blankly at his Physics book, not really paying attention to the words. He had too many things on his mind, his sister chief among them. She had spent most of the previous day alone with Laura, watching the younger girl sleep and working on her catch-up package, not really saying much to anyone else.

She had been adjusting rather well, but something over the weekend had set her back. He had been happy for her, really and truly. She was truly becoming her own person, and felt less like the lost... Well, clone, that she had before. She had (re)made friends with everyone at school. (Everyone that mattered at least.) She had overcome her anxiety, for the most part, about returning to the world. She had even gone above and beyond the call of duty with taking care of Laura.

He sighed heavily, closing his book and leaning back in his chair. There was something... Something he should be remembering. Something that was said...

_"... The Sanctum Sanctorum is the only place..."_

He blinked. "That new girl... She's at Doc Strange's place." He said aloud to himself. _She's got to be involved somehow. That light..._ "Oh, God... I hope this isn't some magical hoodoo-voodoo thing..."

He left five minutes later.

* * *

Why must we climb the outside of this structure? We could just go in and find him.

_Oh, shut up. I'm having fun. I still haven't figured out what our powers entail, so let me experiment in peace._

...Fine.

Gwen rolled her eyes at the symbiote's indignant huff. For all that it was the result of some extremely advanced science, the creature acted like a petulant child. She turned around slowly, careful to maintain her 'grip' on the wall she was perched thirty floors up on, and stared across the expanse at the building she wanted to be in at the moment.

Well, once Aunt May and the clones were gone.

She shook her head, mentally scolding herself. _You're a clone too, moron..._

...Technically you're a reconstituted cadaver.

Oh, great. The creature was developing a sense of humour.

She sighed, staring blankly at the steel and glass towers that surrounded her. The world seemed so... Different. Exciting and new, and yet boring and unimaginative at the same time.

...We could tell you what we can do.

She blinked, and frowned. _What do you mean?_

What we said. We can tell you what we can do.

_... Well, that might have been helpful twenty minutes ago._

Indeed...

_Well, spill._

We have... Conditions.

_...Such as?_

We want to... Learn.

_About...?_

Everything. Anything. We want to know things, to think and be free... Though, of course, we remain bonded to you.

_And you want me to, what, answer questions? Look things up?_

Yes.

Gwen mulled it over in her head for a few minutes. The creature really wasn't asking her anything she wasn't already willing to do, but there was something that didn't quite feel right to her.

_One condition._

Speak.

_From now on, if I say something, you listen. No complaints, no creepy suggestions._

... Agreed.

And then it told her.

* * *

"Well, I can honestly say, she's an interesting case." Janet Pym, the Wasp, commented as she closed the door to the examination room behind her. "According to our psychics, Laura has, indeed, been imprinted with a number of exterior memory sets. It took a lot of digging and one of our most skilled telepaths to find them, but they're there."

Jessica chewed on her lip, watching through the window as Laura's other doctor pulled the privacy screen away, revealing the girl fiddling with the bottom of her kind of skills are we talking about.

Janet frowned, glancing down at the report. "Well, there's the usual assassin stuff, like advanced computer hacking and decryption, knowledge of human anatomy, weapon training for a number of common firearms, and the like. But there's more that are... Admittedly somewhat baffling."

"Such as?"

"Parkour, first aid, lie indicators, seven styles of dancing, five martial arts and..." She hesitated, unsure of how to phrase the final item. "Err... Let's call it 'seduction' and leave it at that..."

"What?!"

Jan flinched. "There are indications that... Laura was meant to be everything from a one woman army to a silent assassin. Part of those duties would include the... Gathering of sensitive information. I think she was taught... Well..."

"That's sick! She's just a kid!" Jessica snarled, her fists tightening at the thought of Laura in... Such a position.

"I happen to agree, though we can't risk removing the memories. They're too deeply ingrained. " Janet sighed, shaking her head. "We've also never encountered a female with a beta-level healing factor before, which is why she's taking so long to finish the physical. Especially not one so, well, physically young. The growth, however, is easily explained."

Jessica watched through the observation window as another doctor had Laura going through the motions of a reflex test, the smaller girl stealing glances at her when she thought nobody was looking. "What is it?" She asked as calmly as she could, forcing a smile for her little sister's benefit.

"It's nothing, actually." Janet replied, looking through the papers on her clipboard for one of the charts she'd been reading. "See here? Her hormone levels are off the scale, but her body is coping because of her healing factor. Given what little we know about her origins, and the processes that were used to accelerate her body's age, I can only speculate at what she has been through up to this point in her life, but as for right now... Well... It's quite remarkable, actually..."

Jessica sighed. "Which means what, in layman's terms?" Janet blinked at her, looking up from the page with a curious look on her face. "I'm smart, but I'm not really in the mood to sit here and puzzle all this out with you."

The Wasp blinked again and shrugged, a small smile forming on her face. "Fair enough. To put it bluntly, she's going through puberty. Quickly."

"...Quickly?"

Janet nodded. "Extremely quickly. We estimate she'll complete her final stages of bodily developement in the next eight to twelve hours."

"Puberty... _In a day?_"

Janet laughed at the expression on Jessica's face. "More or less, yeah. We think that it's a combination of her healing factor, whatever ageing process they used to mature you guys, and remnants of the gamma radiation they used to activate her x-gene earlier than it should have." She sighed. "We expect she'll end up fully matured in her adult form by the end of this, or just shy of it. I wish I could tell you more, but at this point, we're better off waiting for her to finish her changes before we do or say anything else about this."

"So... She's gonna look like, four years older than her cover story states?" Jessica asked, and she sighed when the older woman nodded. "Great... So now not only is she an 'abused orphan', but an early developer to boot... School is gonna suck for her..."

"High school sucks for everyone." A voice spoke from behind the pair, and an involuntary tingle shot down her spine as Jessica recognised the voice and turned to face the speaker. "At least, that's what I've been led to believe by the media."

"M-morning, Cap..." She said, cursing herself at the involuntary stutter. The great American hero was in uniform, and his right arm was heavily bandaged, large blood spots showing through even the thick gauze.

Beside her, Janet frowned. "Oh, what did you do _this _time?"

"Twelve-gauge slug. Nothing major, just a little muscle damage..." The man replied, shrugging his good shoulder.

Janet sighed, pinching the bridge of her nose. "Exam room five. I'll send for one of the healers."

"Thanks, Jan." The man said with a slightly sheepish smile. "Good to see you, Jessica." He left with a friendly wave, leaving a 'tsk tsk'-ing Wasp and a very confused Jessica behind.

"I swear, he does it on purpose..." Janet muttered to herself, turning back to her young companion to see the deep blush on her cheeks. "Hmm? What's all this about?" She asked with a sly smile, and Jessica ducked her head, staring at the ground.

"I... I don't know..." The tone of her voice wavered slightly, and Janet recognised it. She took the younger girl by the hand and gently led her across the hall, to an empty exam room, and closed the door behind them.

"Alright." She said softly, after sitting the clone down on the pristine gurney bed. "Talk to me. What's the sudden change in mood for?"

Jessica shifted uncomfortably, unsure of how, or if she even wanted to, discuss this particular problem with anyone, let alone Janet Pym of all people. But after a moment, she resigned herself to the reality that it needed to be talked about at some point. "I've been having... A lot of trouble with the whole 'boy's mind, girl's body' thing..."

"Like, birds and bees type trouble?" Janet asked, and Jessica looked up at her in shock before slumping back down into her funk. "Not entirely unexpected. What are you concerned about, in particular?"

Jess fidgeted, playing with the zipper on her coat. "Umm... Well... Intellectually, I know I... Still like girls..." She said, her voice trailing off in embarrassment.

"Oh, honey. I'm flattered."

"What?! No! I didn't mean-!" She started, looking up into bright, laughing eyes and a small, amused smile.

"Sorry... I couldn't resist." The woman apologised, giggling slightly as the colour returned to the teen's face with a vengeance.

Jessica took a deep breath, swallowing her nerves before continuing. "B-but... There have been a few times... It's like, my body will just react, and I get all flustered and confused..."

"Let me guess. Steve, right?" Again, the young clone looked up in shock, and this time Janet was nodding in understanding. "Don't worry about that. The super-soldier process that gave him his... Physique... Also supercharged his pheromones. It's a well-documented side effect."

"Pheromones...?"

"Most women swoon in his presence the first time." Janet said, nodding. "You get used to it, iif you're around him a lot. Buy when he comes in, all sweaty and pumped up on adrenaline, it gets that much more strong. Don't worry about it. Happens to the best of us. As for your own... Orientation... My suggestion is to keep an open mind and don't be afraid to experiment. You never know where you'll end up..."

They were interrupted by a tentative knock on the door, and looked up as Laura opened it and stuck her head into the room slowly. "They say I can go home now..." She said quietly, and Jessica stood up, immediately pushing the conversation she'd just been having to the back of her thoughts.

"Are you ready? How do you feel?" Jessica asked, gently placing an arm around the smaller girl's shoulders.

"Tired... Sore..." Was all Laura responded with.

"Let's get you home, then." She said soothingly, nodding in thanks to the Wasp as she turned to the door.

* * *

A/N: So, another kinda filler, kinda story related chapter. I'm getting to the good stuff, I swear. I just need to finish integrating the Knights arc into the story, that's all... Anyway, you didn't really think I was going to reveal Gwen's new powers to you, did you? Come on... Though, when she starts using them, I'll give a cookie to the first person who figures out where the inspiration came from. I apologise for anyone who is missing Peter in the story, but he's actually playing mostly a supporting role for this first arc. Rest assured he will take the lead later in the story, as well as Mac and Gwen. Right now, this arc is mainly about Jessica and Laura. Also, I have a slight spoilerish comment for the new 'Ultimate Comics Spider-Man' arc to share, so I'll warn you and space it off. Don't read the last few words down there -V if you hate spoilers. Anywho, R&R, like I always ask, and, thee obligatory, Stay Frosty. -E. Red

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**SPOILER ALERT!!**

So, anyone else find it hysterical that, long before the beginning of Ultimatum, I had the whole 'Aunt May takes in stray superhero teens' thing planned and written? Because I'm seriously considering trying to get a job as a writer for Marvel after reading UCSM. It's comical, to say the least. I would list the other things I have predicted, but my ego don't need no more swellin', and im not about to give away anything about the plot before it's ready to happen...


	17. Chapter 17

**Chapter 16: Self-Bliss**

Jessica looked up from her book as Peter stumbled in the front door. "You missed dinner." She said flatly, hiding a grin as he flinched.

"Yeah... I know..." She frowned at the depressed tone in his voice.

"What's up? Where have you been all day? You weren't here when we got back from the doctors..." He nodded, flopping into an armchair sith a sigh. A tiny sliver of red flashed under his teeshirt, and she smiled slightly at the sight. "Catch anyone good tonight?"

"Not really. I tried to get a hold of Doc Strange, but he's apparently 'utterly indisposed' for the forseeable future." He replied, making air quotes. "Then, I went for a swing through Hell's Kitchen, but I couldn't find Daredevil anywhere, either."

Jessica frowned. "I don't like this... He said he'd keep us in the loop..."

"I know... I guess there's a chance that they're still preparing something, but I don't like it either way..." He shrugged, leaning back and stretching outt his legs. "So how was the doctor? What's going on?"

Now it was Jessica's turn to sigh. "Puberty in a day." She replied, and watched him cringe.

"That's gotta suck... When do they expect her to be ready to go to school?"

"No idea, but she insisted that she'd be ready by tomorrow." Jessica abandoned the pretext of trying to read, closing the novel and putting it down. "I just hope she's not doing this for the wrong reasons."

Peter gave a small snort of laughter. "And we're experts on those, aren't we..."

"Let's not go there, O brother mine." She rolled her eyes at him. "Not tonight, at least..."

He gave her an odd look for a minute, and something in his eyes made her think he was looking for something, but he simply shrugged and nodded. "Sure."

"Well... I'm going to bed." Jessica stated on the tail of the awkward moment. "It's going to be a long day tomorrow, and I don't need to be tired for it. Goodnight... Peter." Her voice had caught slightly, and she almost had to force herself to say his (And, at one time, her) name.

"Good night..."

The house was quiet. Gwen was in bed already, and Aunt May as well. So he must have heard, more than seen, her stop on the stairs, because he turned to meet her gaze. "Yeah?"

She bit her lip and fidgeted slightly. "You... You'll help me... With Laura... Right?"

He nodded. "Whenever you need me."

She smiled, finally. A real smile. "Thank you."

And then she was gone.

* * *

She was absolutely gorgeous. A complete knockout. Ten on the scale, if there had ever been one.

She stood at a full height of barely five-four, a little higher actually due to the short heel in her boots. Shortness, apparently, was something she had inherited from her 'father'. Full, thick black hair hung in natural waves to her mid-back, framing a thin, but not gaunt, face and cool grey-blue eyes. She was wearing a black teeshirt that clung to her slightly, making her impressive measurements all the more visible. Over that she wore a red jacket with small blue accents, and a pair of black tights under a short denim skirt. A black and red shoulder bag with her school supplies, and black, mid-calf leather boots with a slight heel completed the ensemble, and created something that looked like it had walked straight out of a 'Hot Teens Monthly' magazine.

"Wow..."

Apparently, Jessica wasn't the only one who was thinking along those lines.

"Pick up your jaw, Peter." Gwen teased, shoving the boy slightly. "You're spoken for, remember?"

"Yeah." Mary Jane agreed, elbowing her boyfriend in the ribs from his other side. "Although I can hardly blame you, in context..."

There were now four brown paper bags on the kitchen counter, and Aunt May stepped forward and reached out slowly to adjust the collar of Laura's jacket. Laura surprised everyone by not flinching away from the touch. "You look lovely, dear." She stated in her matter-of-fact way.

Laura blushed slightly, and bowed her head slightly. "Thank you, ma'am..." She said quietly.

"Right, then. You all need to get going." May stated firmly, shooing them out with a wave of her hands. "I won't have you be late for school after missing so much of it, girls. Now scoot."

"Yes, Ma'am!" Gwen said with a laugh, and the five of them left without much ceremony.

Laura stayed glued to Jessica's side the whole walk, her head slightly down and her eyes flickering this way and that. She was still rather frightened of being out in the daylight, but every time she would look up at the slightly taller clone to her left, Jessica would smile, and she would calm down, just a little bit.

It was a long walk, Gwen and MJ chatting away about anything and nothing at all, Peter occasionally adding a comment here or there. But it was comfortable, in a wierd way.

It almost felt... Normal...

Jessica took Laura to the office to make sure her documentation had all cleared, and to pick up her timetable. The vice-principal eyed the two of them from behind the secretary's desk as the woman handed over a paper filled folder for them to take home and check over, but said nothing. And then, in less than twenty minutes, they were off to homeroom. Jessica paused when they reached the door, turning to look at her quiet little sister.

"You remember all the details of your cover story?" Laura nodded. "Good. This won't be easy, but I'll do what I can to keep you from the worst of it."

"Why?"

She hadn't expected the question, but knew how she had to answer it. "Because that's what big sisters are for."

"Oh."

"Are you ready for this?" Jessica asked one more time. Laura looked into her eyes and nodded, her expression set. "Alright. Let's do it."

* * *

"Well, that wasn't too bad." Peter said sarcastically, slumping into one of the cafeteria benches.

"I know." Mary Jane agreed. "I only had to hit Flash once." The table was just big enough to accomadate the group as they all sat down for lunch. "And Liz didn't even have to help."

The mentioned blonde rolled her eyes. "That guy is such an ass." She said angrily. "I can't believe I ever dated him." She turned to the newest student in their little circle. "If he ever gives you any trouble, you let us now, okay? I know people who know people."

Laura was silent, though her cheeks were noticeably flushed in embarrassment. Jessica gave her a gentle pat on the shoulder that she acknowledged with a tiny smile. The morning's classes had been... Eventful, to say the least. The aforementioned jock had, of course, immediately tried to hit on the young clone, only to have no less than three other girls turn and almost snarl at him.

He'd tried again only a few minutes prior to them sitting down to lunch, when Laura had gotten separated from the group in the cafeteria line. Mary Jane had come to her rescue almost immediately, shoving the boy away with a disgusted sigh and taking Laura by the arm to guide her away. There had been a brief instant of tenseness from the younger girl, as she still did not know MJ very well, but she made eye contact across the room with Peter, of all people, and his reassuring nod had calmed her down.

"I say we steal all his clothes after gym today." Gwen said calmly. "And by we, I of course mean you, Petey."

"Oh, I'll do something to him, all right..." Peter almost growled.

Jessica elbowed him slightly in the ribs. "Nothing _stupid_, of course."

He rolled his eyes. "Of course."

"So, how did you find her, Jess?" Liz asked, trying to break the mood. Something the female 'twin' was grateful for.

"When I was looking for Peter and Aunt May, I spent a number of years in foster care. Laura and I sort of grew... Attached, I suppose is as good a word as any. And when I moved out here, I promised her I would convince my family to take her in as well."

"Um..." A voice behind her made her pause and turn. Kong stood a few feet away, holding his lunch tray and looking distinctly uncomfortable.

"What do you want, Kenny?" Liz asked scathingly, and the large boy flinched.

"I, uh... I wanted to make sure... You guys were okay..." He said sheepishly, scratching his head. "And to apologise for what Flash did... The guy's a total pig."

Everyone at the table (sans Laura) stared at him. "What?" Gwen asked, breaking the awkward silence.

Kong sighed. "Look, a lot of the guys are getting tired of the way he acts, and I just wanted to say we're sorry, okay?"

Jessica had to smile at the uncomfortable boy. "Thanks, Kong." She said. "I appreciate it." The larger boy blushed crimson and smiled goofily. "You wanna have lunch with us?"

"Wha?" He was a little startled by the invitation. "Oh. Yeah! Sure!"

The group made room for him on one of the benches, and a loud whistle sounded at the far end of the cafeteria. "Hey, Kong! Since when did you become a member of the science freaks club?" Not particularly witty, but the taunt made the already blushing boy turn slightly purple.

In a display of spped and accuracy that would have Bullseye raising an eyebrow, Kong snatched the half-empty milk carton from his tray, turned and hurled the missile across the cafeteria, where it exploded on the taunter's chest. "Shut your trap, Flash!"

The whole room went deadly silent, and Flash stared, half in shock and half in anger, across the room at his erstwhile, and now ex, friend. "You're a dead man, Kenny!" He shouted, leaping to his feet and charging across the open room.

Peter and Jessica were on their feet in seconds, Laura just behind them and Kong only a second after. They all missed the slight, wet slicing sound as they stood, but their attention was understandibly focused on the approaching jock.

Luckily, he never made it to his target. "Thompson!" A loud voice barked, and the all-star athlete froze on instinct. "My office! NOW!"

The soaked blonde jerk stormed out of the room, muttering curses under his breath. Coach Rivers frowned as he watched the boy leave before turning to the group at their table. "You kids are lucky it's my day on duty." He grumbled. "Be glad I don't like paperwork."

He turned and left after the irate jock, and the whole room breathed a sigh of relief. "Nice throw." Gwen commented, and the group shared a nervous laugh.

Jessica let out a breath he hadn't realized she had been holding. The same wet slicing sound was heard this time, and she turned and frowned at the tiny lines of crimson on her sister's knuckles. Laura blushed, absently brushing the blood off on her shirt, the red dissappearing into the black fabric.

Kong was standing still, looking uncomfortable after all of the ruckus. "Maybe I should go..." The large boy mumbled, staring down at his tray.

Jessica put a reassuring hand on his arm and smiled. "Sit down, Kenny." She said with a smile. Kong blinked at her and blushed, a slightly goofy smile forming as he sank into a vacant spot around the now slightly crowded table.

Lunch was understandibly subdued after that, but, far from discouraging, the dull normalcy gave Jessica hope that maybe, just maybe, her life was starting to level out, even just a little.

And that was a happy hope indeed.

* * *

"-And he's gonna use this new guy to try to get into your operation."

It was cold, and damp, as many basement interrogation chambers are. The single light over the man's head illuminated even more than his physical form, but the internal struggle between his desire to do right, and his need to keep his family safe. There was no question about what he _had_ to do, but what he wished was an entirely different matter.

"That large a group of known capes, and they choose an unknown?" The voice from the darkness was low and quiet, the voice of a man who knew he did not need to yell to be imposing.

"I guess he wants to keep at arms length, or something..."

"And you have no more information for me?" There was a slight threat there, but the man could do little more than flinch in the light.

"Nothing. None of us have heard a peep for over a week now. I think he'll make his move soon, though. He knows that you've been interviewing others, and he'll want to make sure you pick his candidate..."

There was a long silence, the cold air of the room dead still, as if in anticipation. "Good." The voice said finally. "You can go."

Danny Rand, the Iron Fist, left the room without another word.

* * *

"There." Freya said with a small, smug grin. "It's finished."

She put the small brush down, off to one side, and stepped back to admire her work. Dozens of intricate lines of script and runic symbols intertwined on the large tarp in front of her, a truly stupefying feat of artistry and magic written across the huge piece of fabric.

Stephen Strange Jr., son of the paramount magical expert on this plane of existance, stared at the young girl in awe. "This is the most absolutely brilliant spell I've ever laid eyes on, miss." He said truthfully, his eyes flickering from one section to the next. "Elemental seals. Trinity blessings. Even a well-placed confounding hex." The man chewed on his lip, deep in thought. "I think you may have bested my idea for this project, though I can see why you wanted to do it yourself."

The petite redhead nodded, stepping back off the tarp. "Your magic comes from the universe's natural entropy. Mine comes from order, at least in theory."

"Yin and Yang, as it were." Dr. Strange murmured.

"Exactly. I've put enough enchantments on my brother for at least a residual amount of my magic to linger on him, so... Well... You can guess the rest."

"Indeed..." The sorcerer went silent, the analytical part of his mind kicking into overdrive as he scanned the array. "Will it be enough, I wonder...?"

"If not," A third voice interrupted, making the pair look up. Tyr stood in the doorway, clad in the ninja-esque costume they'd designed for his 'infiltration persona'. "I'll just have to fall back on less sophisticated methods."

Freya rolled her eyes at him. "Just stand in the center, brother. You know the drill by now."

He bowed low, and she could almost see the smirk through his facemask. "I live but to serve you, my lady."

But all joking ended when his feet stopped in the small, almost empty circle at the center of the array. One more deep breath, and she started to speak. It was low, and hushed , and in a language that seemed far too old for a human mouth to speak it. And with the words, the lights began to appear. One by one, different areas of the array flickered, producing thousands upon thousands of multicoloured lights that flickered and danced like fire, or glowed softly like a firefly in the night, or shone with all the brilliance of the sun itself.

And all at once, a great wind rushed through the lights, sweeping them together in an incandescent whirlwind that shifted and whirled with a life of it's own. Blurry, indistinct forms began to take shape in the maelstrom, animals frollicking amidst a forest of ghostly trees, vast armies of ethereal men fighting on plains of light.

And the girls voice was joined by others, the soft, low chant joined first by that of another woman, a long, slow melody bleeding naturally out of the words. Then another, and another, the sound growing and growing into a shining chorus of heavenly voices, an incredible song that bypassed the mind completely and spoke directly to the very soul of the listener.

And then, all at once, it was all gone. The lights vanished in the space of a quarter blink, and the song faded to just a tiny echo, which died even as the smaller twin crumpled to the ground, spent. She never made it there, of course. Her brother was there to catch her, like he always was. And for that, she would always be greatful.

But at that moment, she would never have known.

* * *

It was still raining. The storm had followed the figure all the way from Chicago, though it now had a number of large, wet snowflakes mixed into it.

The tires screeched as the figure came to a sudden stop in the middle of the empty stretch of highway. His head turned ever so slightly to one side, and he listened.

_"...Innocent..."_

The voice came like a whispering flame in the night, and the figure shook his head slightly. "Then why are we going?" He asked, though one could tell by his tone that he had no intention of turning around.

_"...Important..."_

The man shrugged. "I suppose we'll see about that..."

And the motorcycle roared on through the darkness, the clouds keeping the light of day from the rider's path.

* * *

A/N: Apologies, at this point, would be moot. Life intervenes at the least opportune times. This chapter is chock full of hidden things, some well hidden, some... Well... You get the idea. Hope you are still reading and still enjoying. Catch you next time. Stay Frosty. -E. Red

P.S.: Saw Kick-Ass. Lived up to it's name. Read comic. Sorely tempted... Thoughts?


	18. Chapter 18

**Chapter 17: Self- Conception**

"It begins."

"It begins? What the hell kind of information is that?" Jessica growled in frustration, flopping onto the old couch Peter had found somewhere and dragged into his bedroom. It was the first time, she had realised, that she had been down to his new room since moving in, and she felt glad, for some reason. It felt like he had accepted her a little more, or something like that.

"Well, we know he's making his move now, at least." Gwen spoke from the other side of the room, sprawled on Peter's bed. "What the move is, and what he plans to do with us is anyone's guess."

Peter sat back in his desk chair, a look of deep concentration coming over his face as he stared blankly at the screen. "I don't like this. Something doesn't feel right."

"I know what you mean." Jessica agreed. "But there's nothing we can really do about it. He's keeping us out of the loop, for whatever reason. So we have to sit back, watch and wait."

"Doesn't mean we have to like it." Peter replied, turning away from his computer in disgust.

"True, but it does give us some time to get ready, as it were." Gwen said with a slight shrug. She was staring at the back of her hand, where a tiny amount of the red symbiote had emerged from her skin and was crawling around in little circles like an inchworm.

"That's both really gross and extremely creepy." Peter said, closing his eyes with a small shudder.

Jessica silently agreed, but said nothing.

Gwen shrugged again, watching the tiny red blob flatten out and reabsorb into her skin. "Maybe, but he's rather harmless in the grand scheme of things..." She sat up and stretched, yawning loudly. "Well, if that's all the superhero business we've got for today, then I'd like to bring up something from our 'secret identity' side of things."

Jessica rolled her eyes at the slightly sarcastic tone in their friend's voice. "And what might that be?"

"The winter formal, of course."

Gwen continued to chatter on about the formal dance, someting that was, in itself, an odd thing for the rebel teen to do, but Jessica's mind froze in place. The winter formal. Her breath hitched in her throat, and her fingernails cut into the skin of her palms, but she held herself together and tried to look interested. It was just another thing to remind her that she was still technically nobody in the eyes of her schoolmates.

There would be no MJ for her.

_Oh, yay. There I go, back down this line of thought again..._

She shook her head and tuned back into the conversation just in time to hear the fated question. "So you'll need to find a dress right?"

She blinked, not realizing that she had been nodding to each of the questions that had been asked of her, even as she was trying to keep herself out of her personal rut. "I... Uh... What?"

Gwen rolled her eyes. "You are aware that they won't let you in unless you're in a dress?"

"Oh." 'Yay.' She managed to hold the second half of that thought to herself.

"You do want to go, right?" Both of her 'siblings' were now staring at her, and she felt her face heat up in embarrassment.

"I... Don't know..." Truthfully, her answer was 'Hell no.', but that would only make the problem worse. Even the hesitant answer she gave was enough for her brother to get that look of 'what would I be thinking in her situation' he'd gotten on a number of occasions since they'd met.

Gwen, of course, knew intimately why she didn't want to go. And the look in her eyes said volumes about how she thought it was a good idea for her to go. Which only made her all the more wary of the whole thing.

"If it's the dress that's bothering you, I'm sure MJ and Gwen, hell, maybe even Liz, would be glad to help out." Oh, good. For whatever reason, Peter hadn't yet picked up on the whole 'ex-not-by-choice-girlfriend' thing. She bit her tongue, holding in a small laugh. _'Jeez, was I really that dense sometimes?'_

"Well, yeah, I know that..."

Which sounded enough like an affirmative to make their blonde adopted sister say "Great! We can go this weekend. Make it a whole family trip thing."

"Oh." Was all Jessica replied with.

'Joy...' Was the sarcastic accompanying thought.

* * *

"Kill him."

A massive finger pointed at a random goon, who had enough time to let out a startled oath before a slim needle lodged itself in his throat. The man fell over, gurgling and clutching at his neck as white foam frothed from his mouth.

Wilson Fisk nodded in satisfaction. He knew of the plot against him, but was nonetheless impressed by the black-clad man that stood before him. "Very good. Are you ready for your first assignment?"

The man didn't speak. He simply nodded. Another hired goon stepped forward, handing the newly hired 'assassin' a dossier. "Find me Spider-Man. Bring him to me."

No more words were exchanged.

* * *

It started innocently enough. She had been quietly singing along to the radio while she made her breakfast, and Aunt May had made a comment about how well she sang, something she did not share with her 'brother'.

There was an assembly that morning, some big thing about tolerance and the school's policy on racism. Three guesses why that was necissary. Kitty was still avoiding them, though there were hints in her behavior that she was considering relenting. (Giving up the charade, more like it, but still...)

But the answer to the lingering question, it turned out, was yes.

Yes, Jessica _did_ have subliminal programming.

But it was difinitely _not_ what she expected.

She had left her backpack in the auditorium after the assembly. The room was (apparently) completely empty when she returned, and it only took her a moment to find her bag. But something stopped her from leaving when she stood back up. Something on the stage, a leftover from some drama class production weeks ago that caught her eye. Something that, for reasons unknown, she felt compelled to investigate.

She, even as Peter, had never even touched a piano before in her life, so it was as much shocking and disturbing as it was amazing when she found her hands drawn towards the gleaming white and black keys. Having no real idea what she was doing, she felt her fingers press down on a trio of them, and a shiver shot down her spine at the sound of the notes.

Another few keys, and she found herself sitting down on the worn wooden bench. Another, and her left hand decided to join in.

It was a beautiful song. Slow, and sad to the ear, but liberating to the heart. But it wasn't a song she'd ever heard, being played by a hand that had never before played a single note. Jessica stared down at the keyboard, watching in a half-dazed stupor as her hands played out some unknown melody from the depths of her being.

A SHIELD scientist would later guess that they had 'programmed' her with musical leanings to either supplement her cover identity or to provide her with a stress outlet that was non-destructive and/or as another experiment of some kind.

The song spoke directly from her heart, a composition of amazing complexity and pure simplicity at the same time. The song conjured feelings of fear, and lonliness, but also those of hope, and strength. It was not something that one could easily describe with words, and it shook her to the very core.

Of course, she had no way of knowing if it was a song that had been programmed into her mind, or if it was truly a composition of her own being. But it was enough to raise the seeds of horrible doubt, and the tears began anew.

The soaring notes died in the hall as she shoved herself away from the bench, stumbling off the stage and collapsing into a seat, venting the pain in the best way she could. And suddenly, she was not alone. Small, thin arms came out of nowhere and held her close, slim hands wiping slightly at the tears. Laura sat herself in Jessica's lap, holding her as she had been held when the pain was too great, caring as she had been cared for, if only very slightly.

They were still there a half hour later, when the front of the school exploded.

* * *

People. Panicking students and teachers alike, scrambling and running away from the carnage. Somewhere, a failsafe failed, and the sprinkler system kicked on in the ruined entrance hall, the water only adding to the confusion of the scene. And in the middle of it all, a school bus, it's front end nearly destroyed and it's tires spinning in futility, red bricks and twisted metal keeping it from touching the floor.

And, standing on it's crushed hood, was a ninja.

A ninja shouting a challenge to Spider-Man.

Peter sighed from where he stood in the janitor's closet. _'Why me?'_

Always the same question, and yet never a proper answer.

The man was of a larger build than one would expect from a ninja, but that didn't stop Peter from swinging in from nowhere and knocking the guy over with a solid punch to the side of the head. "What is it with you guys and your pyjamas? Can't you villan-types find people to make you decent costumes, like the rest of us?"

"You!" Was all the man replied with. Well, that, and a swipe of a concealed sword that Peter barely ducked.

"Well, yeah, me. What, you were expecting maybe the Easter Bunny?" The teen hero replied, delivering a light kick to the man's midsection.

A light kick that accomplished nothing. The man shrugged off the strike like he was swatting at a fly, retaliating with one of his own that caught Spider-Man in the hip and sent him tumbling through a nearby door, which splintered on contact.

"Ugh…" Peter groaned, forcing himself to sit up. "That sucked…" He coughed bitterly, tasting blood. A small sound from the other side of the desk he'd crashed into, and he looked up into the eyes of his school's principal. "Umm… I had nothing to do with this?"

The older man blinked at him. "Clearly." He said, frowning.

A crash outside made the both of them jump, and Peter leapt out the door to a sight that stopped him in his tracks. The attacker stood amidst a pile of rubble and the spray of the sprinklers, holding Laura's unconscious body up by the neck, the telltale blood trails on her hands showing exactly what had happened in the instant he'd been away from the fight.

Jessica stood to one side, her face pale but her expression livid. She glanced at Peter as he stepped into view but said nothing.

"Surrender, or the girl dies." The voice was cold, and uncaring. Peter scowled inside his mask. He knew that anything he did to her would heal itself, but if he let anything happen, it would out the young clone to the whole school.

He froze in place. "Let her go. I'll come quietly."

"On your knees, then. Hands on your head." Peter complied, watching as the man stepped down closer to him. Jessica stood in his peripheral vision, shaking her head ever so slightly. He could see her tense up, but knew she would contain herself, especially with the principal peeking out of his office now.

But when the man was just a step away, he spun on one heel, the other impacting with the side of Peter's head. And everything went black.

* * *

Jessica paced angrily in front of the school, chewing on a stray lock of hair as she tried to work off the stress of what had happened to not only her 'brother' but her whole school. Laura had, as expected, been pronounced 'fine' by the paramedics, the blood on her hands having been washed away by the sprinklers and the holes in her boots having gone unnoticed.

Gwen had gone home, ostensibly to provide Peter with an excuse for his absence, leaving the two other girls to give their statements to the police when they eventually showed up, too late as usual.

She may have let out a few more-bitter-than-strictly-necessary comments in her statement than was polite, but she had to blow off some steam somehow. _First the whole thing with Daredevil, then psychic tampering, now this. This day can't get any worse._

Oh how wrong that statement turned out to be.

"Um… Hi?" Of all people, it had to be Kitty.

* * *

A/N: Ok, I'm only apoligising once. Life sucks, and I'm sorry about that. I've had to write an entire play, plus a half dozen sketch shows, a full year's worth of stand up material, get deployed on active duty in an urban setting for an entire month, live through the G20 summit, get deployed as service/support for summer training, re-enroll in school, take four courses that I failed because I hated them the frost time over again, try desperately to hold on to enough cash to pay my monthly bills and save for my final semester of schooling, and, to top it all off, move out of a huge house into a tiny apartment.

But I'm not complaining, so neither should you be.

Here begins the second of four parts to the first major story arc of **Spider, Spider**. Comments, as usual, are greatly appreciated. (Thank you **Ghosty1one** for shaking me out of my funk with a _proper_ review. This would not be written if not for you.) And, though it may be a bit blase to say it after my little rant, Stay Frosty. -E. Red


	19. Chapter 19

**Chapter 18: Self-Convinced**

Jessica bit the inside of her cheek as she turned around. Kitty Pryde, formerly of the X-Men, stood a few feet away, looking distinctly uncomfortable. Jess' heart skipped a beat, and she swallowed heavily to stifle the feeling that welled up in her chest. The relationship, however short, between her brother and the mutant girl had not ended on good terms at all, but it was based on much more than a whim and a prayer. There was a certain amount of physical attraction there, which, of course, served to make Jessica feel like a stranger in her own skin yet again.

"Hey…" Jessica greeted her quietly, focusing on the fact that they technically hadn't met.

"I'm… Uh…" Kitty started to say, but was interrupted.

"Kitty, she knows who you are." Mary-Jane said with a slight roll of her eyes, appearing behind Kitty suddenly. "What're we going to do about this, guys?"

Jessica sighed, slumping onto the steps she'd been pacing in front of, Laura immediately sliding closer and leaning almost possessively on her shoulder. "I don't know, MJ." She admitted. "Gwen's gone home to deal with Aunt May, and Peter's excuse for vanishing, but I still need to decide what comes next."

Kitty fidgeted again. "I'll… I'll help… If you'll have me…" She flinched as three heads turned to look at her. "Look, I realize I've been a bit of a jerk recently… I'm dealing with some stuff and taking it out on Peter, and I realize that's wrong of me to do… So helping out now is pretty much the least I can do to make it up to you…" Her eyes flickered for a moment in MJ's direction.

Jessica smiled a little, and nodded. "I appreciate that. Any help you can give, we can use. I just need a second to figure out the next move…"

Laura sniffed the air then, and pointed down the street. "They went that way. Into the city."

Kitty stared hard at the dark-haired girl for a moment, frowning. "Have we met?" She asked after a moment, and Jessica groaned internally as Laura blinked at the question.

"No." The younger clone replied. And she left it at that. Kitty opened her mouth to say more, but Jessica cut off the questioning before it started.

"Okay, I think we should head into the city. I want to go see Doctor Strange, and maybe Daredevil. If they're a part of this, they had better have an answer for what happened here." Jessica said after a moment, standing up. Laura's hand tightened slightly around her elbow.

"I'm coming this time." She said firmly. And the look in her eyes gave no other option.

"Okay." Jessica agreed, and the hand loosened again. "We're leaving."

MJ frowned as the other three girls stood and gathered their bags. Her stomach clenched as she watched her super-powered friends stand to go after her kidnapped boyfriend, while she would once again be left behind. The feeling of pins and needles shot up her arm suddenly, and she gasped at the sensation, making her friends look back at her.

"Are you coming?" Kitty asked, oblivious to the strange, but rapidly vanishing sensation in Mary's arm.

MJ forced a sad smile. "I won't be much help to you all. I'm… I'm going to go home, and then maybe I'll check in on Aunt May…"

A hand closed on her shoulder, and she looked up into Jessica's eyes. "Don't ever think we don't want you around, Mary." She said quietly.

The redhead blushed slightly. "I know that… I just wish I could do more…"

"You do plenty." Came the reply. _More than you'll ever know…_ "We have to get going. I'll call you when we have news, okay?"

And with that, they were gone.

* * *

Aunt May, it turned out, was already on the story when Gwen got home. The car was just pulling out of the driveway, and the Parker matriarch stopped just as her blonde charge rounded the last corner, motioning her into the car.

"I heard about the school." The greying lady said, even as Gwen closed the passenger door. "And yes, I'm doing something about it."

"You really take all the fun out of having a secret double life." The teen said grumpily, fake-pouting in her seat.

"One does one's best." May replied with a sly smile.

Gwen smiled in response, and her phone buzzed in her pocket. "Found trail. Following into city." Gwen read aloud. "Good. I should-"

"Stay right where you are, young lady." Aunt May said firmly, turning another corner and continuing deeper into the city.

"Aunt May… I should be helping them…" Gwen pleaded, but the greying lady shook her head.

"You will, dear. But not without the cavalry."

Gwen blinked stupidly at her guardian. "Cavalry?"

May only smiled. "Yes, dear. I have friends in high places too, you know…"

* * *

Spider-sense, haze and darkness. These were the things that Peter woke to, along with a killer headache. And duct tape. Peter held in a groan at the sensation of the sticky tape around his wrists. _Seriously? Duct tape? They think that's going to hold me?_ Then he heard the clinking of chains as he shifted in the seat, and almost groaned out loud.

But before he could test his super strength, his eyes further adjusted, and locked on the barrels of three automatic weapons, clearly the cause of the buzzing of his spider-sense. _Ah._

He was tied to a chair, seated in a dark room, and surrounded by thugs with guns. And, judging by the draft he felt on his face, he was without his mask. _Great… Why me?_

His thoughts were interrupted by the sound of a voice. One he knew quite well. The voice of the Kingpin of crime. Something plastic struck him in the face, and he blinked as what appeared to be a Spider-Man action figure came into view.

"You see this, boy?" The huge man said with a smug grin. "I own this. I own you. Everything about you."

Peter stared at the man as he droned on about how he was going to drown the market in Spider-Man, and how he owned the name and likeness, and on and on and on. His mind was going a mile a minute, taking in what few details he could of his surroundings. A dark room, probably underground. Four… No, six armed goons, one of them the ninja-looking guy who'd grabbed him.

"Don't look at them, boy. Look at me." Fisk growled, grabbing his face and roughly turning it forward. "They're not important. What's important is you, and me, and what I'm about to say: You're done, kid. I know where you go to school. Your file might be locked down, but I'm not really picky about this whole thing. I don't need your name. All I need is for you to understand is that the next time you interfere with anything that I do, your little school is going to become the next ground zero in New York City."

He stood up, hulking over the entire room. "And while I'm at it…" His right hand lashed out and crashed against the ninja's head, knocking the black-clad man off his feet and into the waiting arms of a pair of thugs. "Tell your little group of knights in shining armour that I know who they are. ALL of them. And I will take everything they have if only to send a message."

The Kingpin of crime turned away, pausing slightly at the door. "Knock the kid out and leave him on a roof somewhere. Kill the spare."

The room went black, and he felt nothing more.

* * *

Fisk didn't get far. In fact, he barely made it up to his office. And when he did, he wasn't alone.

"Wilson Fisk. You're under arrest."

It was Iron Man. And Captain America. And Hawkeye, and Wasp, and the rest of the Ultimates. And Daredevil. And Doctor Strange. The other Knights. And some spider-chick. Two of them, actually. And another young girl in some kind of ninja getup.

"Well, isn't this a pretty little gathering. What can I do for you _people_?"

"I'll say it again, Fisk." Iron Man stated blandly. "You're under arrest."

"On what charge?" The Kingpin asked with a smug smirk.

"Charges. Plural." A voice spoke from behind him, and he turned to look into the eye of Nick Fury. "We have you on kidnapping and assault, at the very least. And because you kidnapped a super-powered individual, you fall under my jurisdiction. Which gives me carte blanche to look through your life. And I can tell you, in the five minutes we've been here, I've found enough to add extortion, racketeering, drug running and a host of insider trading charges to the pile. And those are just from this room." Fury smirked as the huge man went from red to purple to white with rage. "So, yeah. Arrest, and all that."

"Wilson." A weak, female voice spoke from another door, and the Kingpin's face went from rage to surprise and fear in an instant. A young woman in a heavy black cloak and a red eyemask stood in the doorway, and, leaning heavily on her shoulder, stood Vanessa Fisk. The Kingpin's wife. "What have you done…?"

For the first time in his life, Wilson Fisk, the Kingpin of crime, was rendered completely dumbfounded.

The young girl holding the ill woman up frowned at him. "Your wife was cursed, mister Fisk. Gaelic hex, nastiest one I've ever seen. You pissed someone off, and they hit you in the only place that could hurt you. The more you benefitted from the pain and suffering of others, the deeper she would sink, until her body would simply give up and pass on."

A huge pair of handcuffs closed around the crime lord's wrists before he could say anything. "What? No! My wife is-"

"Not under arrest." Fury said with a smirk. "Take him away, boys." Two SHIELD operatives grabbed the large man and hauled him, screaming with rage, out of the room. The one eyed veteran shook his head as he turned towards Mrs. Fisk. "Ma'am. I apologise about the circumstances of your awakening. It couldn't be helped."

"I… I understand, sir." She replied, swaying slightly. "I need some rest… But I will expect the full story in the morning."

"Of course." He replied, and watched as the woman was led back to her bed. He let out a breath he wasn't aware he'd been holding, and sighed heavily. "Right. Who the fuck is going to tell me what the hell I'm doing here? Why is it that I'm being woken up in the middle of the night to interfere in some petty disagreement between a crime boss and a bunch of misfit superheroes!"

The Knights, to their credit, had the good graces to recognise that they were in the wrong. But it was Captain America who broke the uncomfortable silence. "Sir, I think it would be in our best interest to debrief these gentlemen separately and in a more secure location."

"You're damn right, we will. I've let you people run too free for too long." The director of SHIELD vented angrily. "You have one hour to convince me not to lock you all up, and it starts right now."

The room exploded into sound, and nobody took notice as four young women slipped out of the cavernous office.

Jessica shook her head as the door closed behind her. This was not something she wanted to be involved with in the slightest.

Doctor Strange had been a fountain of information when the three girls had reached the Sanctum Sanctorum. The man had filled them in on the infiltration plan, and had been appalled by the lengths their plant had gone to under the Kingpin's instruction. The Knights had been gathered in short order, and, after a few rather blunt words from a very irate clone, they had devised a plan to break into Fisk Enterprises.

Only, most of the Ultimates showed up before they could get out the door. And worse yet, they had _Aunt May_ in tow.

Joy.

That was another experience that she never wanted to repeat. Ever.

In the end, it was decided that SHIELD must be involved, and that Fisk would be taken out of the equation. Permanently.

The young mage showing up with her research into Fisk's movements, and the revelation of his wife's mysterious condition had answered a number of questions, too. A plan was hatched, and they made their move within three hours of the school attack.

All that had led to the confrontation with Fisk in his office, and now, there was only one question left unanswered.

Where was her brother?

"Okay, we need to split up and find him." Jessica said after a moment's thought. "Kitty, you and Gwen go up, I'll take Laura and go down. We'll meet you on the roof in an hour."

"Umm, I know where they are." A small voice spoke up from slightly down the hall. The four friends whirled around to see the mysterious Diviner gently closing a door behind herself. "I can take you to them… If you want…"

"That would certainly be helpful." Kitty said sarcastically, then flinched as three pairs of eyes flashed to her angrily. "Sorry... Still a little bitchy, I guess..."

The girl's face flushed a deep crimson as she moved closer to the group. "Well, I can sense my brother's aura, and… Spider-Man's as well. They're in the parking garage next door. Thirty floors down." She waved her hand, and a window nearby melted away into open air. "I assume you all will not have any trouble getting down with me?"

Jessica smiled, and the young magician's cheeks pinked a little. "Well, that's certainly much easier than having to search the entire building. Thank you."

A loud screech from the nearest window made their heads turn. A huge claw had formed on one of Gwen's hands, and she had tried to etch a circle in the glass, with little success. "What?" She asked innocently. "It works in the movies…"

A white light appeared in the middle of the glass pane, and it melted away, letting the New York wind into the hallway. "Shall we?" Diviner asked with an amused smile, the same white light enveloping her hands as she hovered out into the cool evening air.

"Race you down!" Gwen said suddenly, diving out from the building like a crimson rocket. Kitty sighed heavily and slipped through the floor after her. Jessica shook her head, chuckling to herself as she moved to peer down the side of the wall. Laura peeked out with her, the pale girl's eyes fixating on the drop before her.

Jessica placed a hand on her shoulder, and her eyes snapped up. "Trust me?" Jessica asked. Laura blinked once before nodding slowly, allowing he elder clone to wrap an arm around her waist. "Hold on tight." She was warned.

The rush of air was loud and terrible, but it was not enough to cover the sound of gunfire that the friends heard as they plummeted through the night towards the parking structure below, nor did the lights of the city streets block out the muzzle flashes from the roof.

Nor, indeed, did they impair the sight of the red-headed mage crumpling in midair, or the sound of her crying out in agony.

* * *

A/N: Another summer deployment has dampened my muse's output. Sorry it's so late and short. I'm trying to write, but getting through the kingpin arc was killing me, so I'm kinda skipping it a little. Forgive me, please, but I have arcs that I want to get to that are impeding my abillity to come up with anything else. So, R&R like usual, and try to Stay Frosty. I'll get more done soon. -E. Red


	20. Chapter 20

**Chapter 19: Self-Compaction**

Jessica slumped against the steel railing atop the parking structure with a sigh, feeling Laura's warmth settle beside her. They were lucky Gwen had caught the mysterious magician before she'd splattered all over the concrete.

The thugs who'd tried to execute her brother were not nearly so lucky. The huge man stood off to another side, his unconscious sister cradled gently, but firmly, in his arms. Apparently the gunshot had been too much for the smaller sibling's wards to handle, and the strain had knocked her out mid-fall.

SHIELD personnel were crawling all over the Fisk Industries tower, and they'd pulled Spider-Man out of the trunk of a nearby car and into a medical chopper, leaving the rest of the 'team' to sit in silence on the top level of the parking structure.

"Thank you." It was Myrmidon, shockingly, who broke the strained quiet that had settled over them. "I… Am not used to leaving my sister to her own devices. If you had not been there to catch her-"

"Say no more." Gwen said, the peculiar growl of the symbiote underlying her words. "If I hadn't, one of the others would have. Helping people is sort of what we do."

Jessica and Kitty nodded in agreement, even as the black-clad man shook his head. "Regardless, I owe you a debt of honor for this, and it will not be forgotten." He moved as he spoke, turning away from the girls and stepping up to the edge of the railing.

"Wait!" Jessica's mouth spoke up before her brain could stop it. The man froze, and turned slightly, looking at her over his shoulder. Her heart was racing as the memory of the night on the rooftop broke to the forefront of her mind. "I have to ask… Who exactly are you?"

The man was silent for a long few moments, and his gaze felt like a literal weight on Jessica's chest. It clearly agitated the rest of the group, as a slight, angry growl welled up from beside her. She took Laura's hand in her own and gave it a gentle squeeze of reassurance before the man finally spoke.

"Who I am is not important. Who my sister is, however, is everything." He sighed heavily, sinking down to sit on the railing and pulling the black mask from his face. Tired grey eyes stared out at them from under short cropped red hair. "I will never know why, but my sister has told me to trust you people. She sees in you something that I could never fathom, but it is my duty to obey, and so I will tell you my story." He stared at the ground for a moment, collecting his thoughts before he finally spoke.

* * *

My mother was the most beautiful woman I've ever seen. She was loving and gentle and kind. Sometimes it seems like she jumped right out of a fairy tale and into a reality that she should never have been subjected to. My father loved her without question, and they told us once that we were like a gift from the heavens themselves when we came into their lives.

When we were younger, Mother would tell us stories of gods and magic, of times long past and of times yet to come. Stories of heroes and martyrs. Stories of goodness triumphing over evil. And for a time, we were happy.

When her powers first started manifesting, my sister was terrified of what she was. But Mother taught her to control her magic, and father taught me to fight. He told me that it would be my duty to protect my sister from anything that threatened her, to keep her safe from harm. And, for a time, we were a happy, if not quite normal, family."

And then my parents were killed.

I still don't know quite how it happened. We weren't home when they were attacked. But we came home to a crime scene. The house was covered in gore and scorched almost beyond recognition. My father bled out in my arms even as my sister tried to conjure up a spell to heal his wounds. He told me… He gave me instructions. Told me what I had to do. Told me to run…

I killed my first demon that day. Well, banished. They don't really die, in the traditional sense… I took my father's sword and cut down the monstrosity that was clawing at my sister's wards. They jumped us as soon as my father had passed.

We went on the run that day. I emptied the family account and the lockbox, and my sister sealed most of our possessions away in an extra-dimensional space. And we took to the road.

* * *

There was a pregnant pause as the man collected his thoughts. "We've been on the move ever since, never staying in one place for too long. We've crossed two continents searching for a way to keep the demons away, but they invariably return and chase us out."

"So, you're here to get help from Doc Strange?" Kitty asked helpfully. He nodded, hollow eyes flickering up for a moment before returning to his sister.

"It's the last hope we really have. If he can come up with something… We might be able to live a normal life for once."

The girls fell silent, all of them knowing what he meant. A normal life, for a decidedly un-normal person, seemed but a fool's fantasy. Like a beggar who dreams of being king.

A slight moan came from the young mage, and she stirred in her brother's arms. Grey eyes opened slowly, and her brother gave a genuine for the first time that night. "Hey, you." He said softly. "You saved my ass again, you know that?"

She gave a weak laugh, shifting slightly as he helped her into a sitting position, though he didn't go o her shoulders. "Did we get him?" She asked quietly.

"Thanks to you? Of course we did." He replied.

"Yeah, that asshole's going to jail for a long time." Gwen spoke up, her voice distorted by the symbiote mask. Diviner looked at them all, blinking as she realized they were still there, and flushing ever so slightly as her gaze settled on the pure soul of Spider-Woman.

"Thank you all for your help." The quiet mage said sincerely, bowing her head ever so slightly. "I owe you my life."

Jessica shook her head. "All in a day's work." She quipped. "And speaking of a day's work, we need to get going. I have a… Family who'll miss me if I'm out too late."

"I understand." The twins said in stereo, smiling at each other as only siblings can.

"Come on, let's go check on the big hero." Kitty said with a smirk. She appeared to have finally forgiven her ex, and was looking forward to razzing him about this whole ordeal.

"Yeah..." Jessica agreed, glancing back over her shoulder at the twins.

They were nowhere to be seen.

* * *

The lights in the lab flickered slightly, but it had worked. The blonde man, who had been hunched over his workbench for what had to be the better part of a month, cackled like a maniac as the fruits of his labor displayed the data set of the first successful test since the prototyping stage.

Mac slumped in a desk chair, the adrenaline rush of the success quickly giving way to a bone-deep fatigue. His work was his life, now, and he'd jumped in with both feet and no floaties. He had been determined to excel in a new department, and get as far away from his old life as possible.

Peter was certainly a gifted young man, and he had his sights set on a life in the field of biology, and genetics. Mac refused to do the same. It was not his dream to pursue. Not anymore.

He shifted his gears towards advanced physics and engineering instead. And, after working on a few minor projects for Tony, he'd been given a budget and a blank slate, and told to make something of it.

And in his determination to not let the billionaire down, he had done exactly that.

'_Wait till they get a look at this…'_ Was the last thought Mac had before his eyes closed, his body shutting down for the night without his consent.

He was left alone all night. Even the staff who he shared his lab with let him sleep, knowing smiles and muted chuckles shared between them.

* * *

Aunt May smiled as she waked through the Parker home, silent but for the gentle snores of her young wards. Peter had been released to her care with a few bandaged bruises and some pills, but she had confined him to the couch regardless. She'd not wanted him to be alone in the basement in his 'condition', and he'd (somewhat reluctantly) allowed her to put him to bed on the new couch.

He was sprawled out over the entire couch when she came quietly down the stairs, snoring like a bansaw and half uncovered, having kicked off the blanket she'd pulled out for him. She smiled as she pulled it back over him, brushing a stray lock of hair out of his eyes. _'__You need a haircut.'_ She mused for a moment before standing and returning up the stairs.

Gwen, too, slept soundly, curled up under her covers with an open book beside her head. But there was someone awake in the third room. Laura sat on the window ledge, her face turned up and out towards the stars as May peeked through the slightly open door. Jessica was sleeping peacefully, but her youngest, and quietest, ward snapped her head around at the smallest sound of the door opening.

May flinched as the girl's piercing gaze landed on her, mentally cursing the scientists who had clouded a young girl's mind with the skills and instincts of a high-class assassin. Their eyes met, and May forced a small smile, motioning for the girl to come with her. Ever the obedient one, Laura stood and crossed the room, her footsteps not making a sound. The young mutant paused at the door, casting one last glance at her sleeping 'sister' before following May into the master bedroom and sitting on the end of the bed with her.

"What's keeping you up, dear?" The Parker matriarch asked, knowing that Laura would either tell her or not. There was no waffling with the quiet girl.

Indeed, Laura was silent for several moments before she spoke. "I think I should leave." She said plainly, and though her tone was level, May could hear the hurt in her words. But she knew Laura would not be sold on an emotional display, so she fought to contain the urge she had to hold the small clone.

"Why?" She asked, as calmly as she could muster.

"I… I don't have a purpose here." The girl answered. "I'm just a target. I'm putting you all at risk for no reason."

"Absolutely not." May said firmly, and she put every ounce of determination she had into the gaze that met Laura's eyes as she looked up. "You are no more or less a danger than any of my children, and no more likely than any of them to attract unwanted attention on this house." She brushed the bangs out of Laura's face, ignoring the reflexive flinch she received in return. "And to be quite frank, I feel safer with you around. The things you know, the things you can do… While I wouldn't wish them on my worst enemy, they also make me more confident that you can, in fact, take care of yourself. And while I will always worry about all of you, I know that you are capable of rising above whatever it is that put this idea in your head, and will do so in a way that will make me proud."

Laura stared, even as she leaned her cheek into the comforting touch of the older woman. The urge to cut herself reared for a moment, before she recalled that she had been forbidden to do so by almost everyone in the house.

"You were sent here to do something terrible, something that no young person should be forced to do." May continued. "And yet, in the moment of truth, you did the right thing. And for that I am already proud of you." Only then did May pull the stunned girl into her arms, and she rocked her gently as she had Peter when he was very young.

"But…"

"Nope. No 'but's, young lady." May interrupted. "I am perfectly happy with you being a part of this family, and will be terribly disappointed if you disappear on me. Am I understood?"

"…Yes."

"Good. Now tell me about school. Are you enjoying it?"

"…No."

May blinked, and sat back slightly, looking into Laura's face. "Why not?"

"I don't know anybody there, and many of the other students have poor hygene habits."

"…What?"

"They smell. Poorly."

May chuckled. "Well, there's not much I can do about that, and I doubt there's anything you can do, but as for the first bit, surely you've met some people… What about Peter's friends?"

"Liz Allen and Kenneth McFarlane. Two people, out of hundreds."

"Fair enough… Alright, then. I'm going to give you an assignment." Laura twitched, sitting up a little straighter. "A mission, if you will. I want you to make a new friend."

The young clone stared at her, confused. "…How?"

May smiled. "I'd like you to spend some time on your own, away from the rest of the family, at the school. I want you to meet someone and talk to them for a while, and then tell me everything you've learned about them. Can you do that?" Laura nodded without hesitation. "Good girl. Now you go get some sleep. I'm not sure if classes will be back on tomorrow, but we'll worry about that then. Now off you go." She shooed Laura off the bed, and took in the small, fleeting smile she glimpsed as the mutant girl disappeared from the room.

Her gaze invariably settled on the framed photo of her late husband as she settled back in for the night. "Oh, Ben…" She sighed, wiping her eyes. "If only you were here… All these children to guide… And you would have loved every second of it…" She kissed her finger and touched them to the glass before turning out the lamp.

She slept without dreaming that night.

* * *

A/N: Okay, I'm over it. I'm kinda interested in how the new Spider-Man is going to go, seeing that they're going to be using Spider-Woman and the Scorpion in the new series. Anywho, this is just to close off some doors in the plot and open up for me to move on to a new arc. But first, we'll be having an interlude.

Coming soon: Laura Makes a Friend!

Stay frosty, readers. I'm still here, true believers. –E. Red


	21. Chapter 21

Disclaimer: I own nothing in here. Well, almost nothing. Just playing in the sandbox. No copyright infingement intended.

**Chapter 20: Self-Collection**

They did not, in fact, open the school back up the next day, which gave Laura a three-day weekend to plan her 'mission'. It also, unfortunately, gave her too much time to waste in anticipation. The other girls had dragged her to a movie and through the mall, but she was hardly engaged by the experience. Her mind was too busy crunching ideas as to how she would complete her new mission to allow her to relax into the doldrums or 'normal life'.

Weekends at the Parker house tended to be quite hectic at the best of times, but this weekend was just… Quiet. Peter snuck off to work mid-morning after getting a call from someone at the Bugle, complaining about technical problems. Gwen decided to do a 'patrol shift' for most of the day, and disappeared out the back door.

Laura sat at the kitchen table for most of the day, pushing herself through the homework package that had been given to both her and Jessica to make up for the portion of the school year that they had 'missed'. The work itself was not remotely difficult for her, but the sheer volume of it made an effort to work through.

But as much as she slogged through the book of problems, her mind was focused equally on the task ahead. And, unfortunately for Laura, it was something she had almost no idea how to complete.

Where 'normal' children had a childhood of trial and error to fall back on, Laura found herself drawn up short. There was some insight available in the various skill sets that had been programmed into her mind for her intended purpose as an assassin. The various seduction techniques and theories, for example, could be broken down and reduced to a more useable format. The goal, after all, was to make a friend, not to seduce someone. Techniques for slipping through security checkpoints, the logic behind target prioritization… There were a dozen skillsets in her head that could each provide a small tidbit of preparation, but even together they amounted to surprisingly, and disappointingly, little.

The first few notes were quiet. They barely registered, even to Laura's enhanced hearing. They came haltingly, and with little fluid connection between them. But what followed made her stop in her work, and look up in something that might be considered either surprise, or wonder.

It was not the song she had played before. Not even close. But it carried the same message. Mournful, soaring tones of pain, accompanied by a soft, quiet melody of hope. Knowing nothing of music beyond its practical applications in infiltration, Laura didn't have the context to realize what she was hearing was as much a work of art as it was a piece of its composer's soul. She stood in the doorway for a long while, not quite sure how to react to the sound of her sister's soul given form.

The sun had gone down by the time Jessica's song died out. She sat at the keyboard, staring down at it as if to ask it a question, when she felt Laura sit down beside her. It was all she could do to keep from smiling as the younger clone leaned against her, instinctively trying to comfort the hurt she could sense.

"Sorry... I didn't mean to disturb you." She said quietly.

"You didn't." Laura replied. "I… Liked it."

That brought up a healthy blush. "Thanks…"

"Will you… Keep playing?"

Jessica blinked in surprise, but nodded. And despite her cramping fingers and sore back from sitting in the same position for hours, her hands slowly fell to the keys. This time, however, she focused on a tune she had heard on the radio somewhere, and instead of pouring out her soul, she was cautiously tapping out the melody of that exact song.

Problem being, that particular song made her want to sing…

"_I'm coming home…_

_I'm coming home…_

_Tell the world I'm coming home…_

_Let the rain wash away_

_All the pain of yesterday…_

_I know my kingdom awaits_

_They've forgiven my mistakes._

_I'm coming home, I'm coming home,_

_Tell the world that I'm coming…"_

There as a crash in the hallway that made her stop in midsentence, and she whipped around to see Peter standing in the hallway, a look of bewilderment in his eyes. Immediately, she felt herself flush, but she forced an uneasy smile. "What?" She asked with a belligerent smirk. "Girl can't have a hobby?"

"I… Uhh… Wow…" He said with a sheepish grin. "That's pretty amazing…"

"Amazing like a fox?" She replied, smirking wider.

"Something like that…" Peter muttered, stooping to pick up the books he'd dropped. "You know… If you need anything, you just need to ask, right?"

Jessica blinked, her smirk morphing into a frown. "And what exactly brought that on?"

Peter simply shrugged. "It is what it is." He said noncommitantly, shuffling off through the kitchen and closing the basement door behind himself.

They didn't speak again for the rest of the weekend.

* * *

Laura wandered through the crowded halls of the school, her arms clamped tightly around the binder she was carrying as she walked. It was loud, and it smelled, but school was important, apparently, and she was at the very least determined to complete her mission for Aunt May.

She was going to make a friend.

The problem was, the rational part of her mind told her that the vast majority of the school would NOT be good choices as friend material. Many of the niche groups were totally insular, and would not welcome her. Most of the male population were either too afraid of her, or too attracted, or both, and she sensed that her family would be uneasy with her hanging around such prospects.

A small, self-satisfied smile flickered across her face at the thought. Her family… The thought sent warm fuzzies shooting through every limb, and left her with a warm feeling in her chest.

Still, by her own definitions, it was beginning to seem more and more unlikely that she would find someone to be her friend today. Or any time soon, for that matter.

Wolf whistles sounded around her every so often, but she just pushed herself through the crowd, ignoring them. They weren't interested in her, and she was not in them. But as she walked, she heard them talking, and saw them staring, and she knew, somehow, that they would not welcome her.

They were normal.

She, was not.

The library was the first place that was genuinely quiet as she pushed the door shut behind her. Groups of students sat around the tables, some reading, cramming for tests, others lounging and talking. It was the kind of place that offered a sanctuary to those unneeded by the rest of the school populace.

So, the perfect place for her, then.

She slumped into a cushy chair with a small, frustrated sigh and pulled a notebook out of her bag, idly flipping open the work package she'd been given to finish by her teachers, in order to catch up to the rest of the class. At least she could get some work done on that, she figured.

The mission was probably a bust anyway. She bit down on her tongue, feeling the throbbing of her pulse as she tasted coppery blood. Aunt May would not be pleased with her attitude, she knew. But it was not like the solution was going to fall right into her lap.

Until it did.

_**THUMP**_! "Ow!"

Laura stared at the girl who'd tripped into her lap, not noticing as a small trail of blood leaked out from between her lips. The girl was tall, and a red shock of hair that was held up in a tight ponytail obscured her face for a second as she tried to disentangle herself in a flail of limbs.

"Stupid glasses!" She complained bitterly. "Sorry about that, I'm not use to my- OHMYGOD!" Blood drained from her face as she managed to fall back off the chair, and her eyes locked on the trail of blood from the smaller girl's lips. "I'm SO sorry! I didn't mean to-"

"It's fine." Laura said evenly, taking in the girl's features. Deep, forest green eyes. Long copper hair. A brand new pair of prescription glasses. A slight smattering of pale freckles on her nose. A thin, pale scar across the back of one hand. Pierced ears, diamond, half a carat each. High-tech watch. Perfect teeth. Premium running shoes, lightly worn. Muscles well-toned, not tense, no self-preservation instinct. One blade to the neck, just a bare twitch and a short kick-

She shook her head and forced a smile. "I bit my lip a little, it's not your fault."

The girl seemed to shake herself and she gave an embarrassed grin as she stood up. "No, it's the new prescription, I'm not used to it yet, and- Oh, wow! Look at you!" She paused, looking Laura over for a moment. "Hey, are you a gymnast? I've never seen you at practice before… New student maybe?"

Laura blinked. "Yes. I am new to school." She stated. She frowned. "I can do acrobatics, if that's what you mean. How did you know?" She asked suspiciously.

"Oh, it's all in the body language." The girl replied, sitting at a chair across from her. "You've got the right size and muscle tone, if a few too many curves… I've been doing it for a few years now, not that I'm much good, I'm way too tall after all, but still it's fun to do, and it's a great way to work out, and-"

"Who are you?" Laura asked, cutting the girl off.

She grinned and stuck out her hand. "Cecelia Alexandra Vanille Delores Cincaid, at your service. But you can call me Cecily, everybody does."

* * *

There was a flash of lightning before it started to rain. It would probably be the last real rain of the year, with winter fast approaching, but the man took no heed of the water that poured from the Heavens in sheets.

The man stood out in the rain for a moment, enjoying the sensation of it on his body, before he sighed and stepped back out into the rapidly emptying streets. The signal had flared up again the day before, only to go cold almost instantly, leaving the man to wander the back streets of New York alone, mutterring quietly to himself.

_This city is a cesspool…_ The man thought to himself, his hands fisted in the pockets of his duster as he fought against the negative energy that flowed through the city. This place was an old place of power, he could feel it in his bones. Good, evil, and everything in between.

It was evil that he felt at the moment.

Nearby, too.

"NO! Let me GO!" The woman was screaming, but there was nobody to hear it.

"Heh, I'd shut that little trap o' yours, honey." The thug drawled with a leer, holding the woman's arms down. "I'd hate to have to hurt you…"

He wasn't expecting the hand that grabbed him by the back of the neck, and he certainly wasn't expecting to be thrown across the alleyway and into a full dumpster. "Who the fuck?" The thug spat, clawing his way out of the dumpster. "You think you're some kinda hero, cowboy?"

The man stood between the thug and the woman, who was now sobbing in a corner of the red brick buildings that made up the alleyway. He was tall, and his long leather duster concealed his build, as did the black cowboy hat shadow his face. "Yu picked the wrong night to be out on the streets, rapist" The man said calmly, his thick southern accent turning the words into a growl almost.

"What do you think you are, old man?" The thug said lazily, pulling a gun from the waistband of his pants. "I think you're crazy, gramps. And putting you down is just one more service I'd be doing to this fair city."

The man closed the distance between them in an instant, his gloved hand closing around the thug's neck as he swatted the gun out of his hand. There came a huge flash of light, and a roar of heat, drowning out even the sound of the thunder from overhead.

But not the voice. The terrible voice..

"_**GUILTY SOUL. LOOK INTO MY EYES…"**_

There was a scream in the night, and then the world carried on, one soul less to pollute it.

* * *

A/N: And so I return. Apologies, my friends, it really has taken me too long to get over the recent goings on in the ultimate continuity of Marvel. But, I've decided.

From now on, **_MY_**continuity is canon.

That's right, folks, I will no longer be reading from the so called 'source material' beyond what I've already used, at least not for SM. I'm still working on getting a UXM story up and running to parallel the events in this story, look out for more of that in the future.

Littl bit of exposition here, some plot holes filled and some characters finally confirmed. Grats to those of you who guessed the rider's ID, not gonna use the ultimate canon idea for him either, stick around for more on that.

I'm a little surprised nobody guessed Cecily, though. Huh, guess I went WAY too subtle on that one. Ah well, more on that later.

R&R, my faithful readers. Ahh... It's good to be home.

Oh, one last thing. Thanks o ALL of you, for making my story the single most popular one in the Ultimate Marvl section on FFnet. You guys are the best. (And yes, I did check.)

As ever, Stay Frosty. -E. Red


End file.
